FIRST  AND  REFUNDING  MORTGAGE 


THE  BELL  TELEPHONE  COMPANY  OF  PENNSYLVANIA 

to 

BANKERS  TRUST  COMPANY,  Trustee. 


Dated,  October  1,  1920 


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©Ijia  Snbpnturf,  dated  the  first  day  of  October, 

19'20,  but  executed  on  the  date  recited  at  the  end  hereof, 
made  by  and  between 

The  Bell  Telephone  Company  of  Pennsylvania, 
a corporation  duly  organized  and  existing  under  the  laws 
of  the  State  of  Pennsylvania  (hereinafter  called  the 
“Telephone  Company”),  party  of  the  first  part,  and 
Bankers  Trust  Company, 

a corporation  duly  organized  and  existing  under  the  laws 
of  the  State  of  New  York  (hereinafter  called  the  “Trus- 
tee”), party  of  the  second  part,  witnesseth: 

Whereas,  the  Telephone  Company  is  authorized  by  Authoriza- 
law  to  borrow  money,  and  to  secure  the  payment  of  the  Venture  and 
same  by  mortgage  on  its  property,  real,  personal  and  issue  of 
mixed,  and  has,  by  votes  of  its  Board  of  Directors  and  '°n  s 
its  stockholders,  at  meetings  duly  called  and  held  in  ac- 
cordance with  law,  authorized  the  execution  of  this  inden- 
ture, and  the  immediate  issue  thereunder  of  bonds,  of  the 
aggregate  principal  amount  of  twenty-five  million  dollars 
($25,000,000),  to  be  designated  “Twenty-Five  Year 
First  and  Refunding  Mortgage  7%  Sinking  Fund  Gold 
Bonds  Series  A”;  and 

Whereas,  subject  to  the  provisions  of  Article  First 
hereof,  the  text  of  the  bonds  (which  may  be  issued  in 
series  and  may  lie  coupon  bonds  or  registered  bonds  with- 
out coupons),  and  of  the  coupons  to  be  attached  to  such 
thereof  as  may  be  coupon  bonds,  is  to  be  substantially 
in  the  following  form  (the  blanks  to  be  appropriately 
filled),  provided  that,  in  the  case  of  bonds  issued  here- 
under, which  shall  be  secured  by  a sinking  fund  or  which 
shall  be  made  redeemable  before  maturity,  or  convertible 
into  capital  stock,  or  in  respect  of  which  there  are  other 
covenants  and  provisions  permitted  by  this  indenture, 
there  are  to  be  inserted  in  such  bonds  paragraphs  stating 


2 


Form  of 

coupon 

bonds 


briefly  such  sinking  fund  provisions,  reserved  right  of  re- 
demption, right  of  conversion,  or  other  covenants  or  pro- 
visions, and  in  such  coupons,  appropriate  phraseology; 
and  such  bonds  are  to  have  inserted  therein  such  provi- 
sions as  to  exchangeability,  and  are  to  bear  such  legends 
or  indorsements  as  may  be  required  by  the  rules  of  the 
New  York  Stock  Exchange  or  to  conform  to  usage; 

(Form  of  Coupon  Bond) 

No Series % No 

UNITED  STATES  OF  AMERICA 
State  of  New  York. 

THE  BELL  TELEPHONE  COMPANY  OF 
PENNSYLVANIA. 

First  and  Refunding  Mortgage  Gold  Bond, 
Due 

The  Bell  Telephone  Company  of  Pennsyl- 
vania, (hereinafter  called  the  “Telephone  Com- 
pany”) a corporation  of  the  State  of  Pennsylvania, 
for  value  received,  hereby  promises  to  pay  to 
bearer,  or,  if  this  bond  be  registered,  to  the  regis- 
tered holder  hereof,  on  the  day  of 

, at  the  office  or  agency  of  the  Tele- 
phone Company  in  the  Borough  of  Manhattan, 
City  of  New  York, 

Dollars  in  gold  coin  of  the  United  States  of  Amer- 
ica of  or  equivalent  to  the  standard  of  weight  and 
fineness  existing  on  October  1,  1920,  and  to  pay 
interest  thereon  from  the  date  hereof  at  the  rate 
of  per  cent  ( %)  per  annum, 

such  interest  to  be  payable  at  such  office  or  agency, 
in  like  gold  coin,  semi-annually,  on  the 
day  of  , and  the  day 

of  in  each  year  until  the  payment 

of  said  principal  sum,  but  only  upon  the  presenta- 
tion and  surrender  of  the  interest  coupons  hereto 
annexed  as  they  severally  mature. 

This  bond  is  one  of  a duly  authorized  issue  of 
First  and  Refunding  Mortgage  Gold  Bonds  of  the 


3 


Telephone  Company,  issued  and  to  be  issued  under, 
and  all  equally  secured  by  an  indenture  of  trust, 
dated  October  1,  1920,  duly  executed  and  delivered 
by  the  Telephone  Company  to  Bankers  Trust  Com- 
pany, a corporation  of  the  State  of  New  York, 
as  Trustee,  to  which  indenture  reference  is  hereby 
made  for  a description  of  the  properties  and 
franchises  mortgaged,  the  nature  and  extent  of 
the  security,  the  rights  of  the  holders  of  said 
bonds  and  of  the  Trustee  in  respect  of  such 
security,  and  the  terms  and  conditions  under 
which  the  bonds  are  issued  and  secured.  As  pro- 
vided in  said  indenture,  said  bonds  may  be  for 
various  principal  sums  and  are  issuable  in  series, 
which  different  series  may  mature  at  different 
times,  may  bear  interest  at  different  rates  and 
may  otherwise  vary  as  in  said  indenture  provided. 
Series  bonds,  of  which  this  is  one,  are 

known  as  the  First  and  Refunding  Mortgage  Gold 
Bonds  Series  of  the  Telephone  Company 

and  are  limited  in  the  aggregate  principal  amount 
of  $ , at  any  one  time  outstanding. 

In  case  an  event  of  default,  as  defined  in  the 
said  indenture,  shall  occur,  the  principal  of  this 
bond  may  become  and  be  declared  due  and  payable 
in  the  manner  and  with  the  effect  provided  in  said 
indenture. 

This  bond  shall  pass  by  delivery  unless  regis- 
tered as  to  the  principal  thereof  in  the  holder’s 
name  at  the  office  or  agency  of  the  Telephone  Com- 
pany in  the  Borough  of  Manhattan,  City  of  New 
York,  such  registry  being  noted  on  the  bond  by 
the  agent  for  such  purpose  of  the  Telephone  Com- 
pany, after  which  no  transfer  shall  be  valid  unless 
made  at  said  office  or  agency  by  the  registered 
holder  in  person  or  by  his  attorney  duly  author- 
ized in  writing,  and  similarly  noted  on  the  bond; 
but  thereafter  it  may  be  discharged  from  registry 
by  being  transferred  in  like  manner  to  bearer,  and 
thereupon  transferability  by  delivery  shall  be  re- 
stored, and  may  again,  from  time  to  time,  be  reg- 
istered or  transferred  to  bearer  as  before.  Such 
registration,  however,  shall  not  affect  the  nego- 
tiability of  the  coupons  hereto  annexed,  which 
shall  continue  to  be  payable  to  bearer  and  trans- 


Form  of 

coupon 

bonds 


4 


Form  of 

coupon 

bonds 


ferable  by  delivery  merely,  and  the  payment  there- 
of to  bearer  shall  fully  discharge  the  Telephone 
Company  in  respect  of  the  interest  therein  men- 
tioned, whether  or  not  this  bond  be  registered. 

No  recourse  shall  be  had  for  the  payment  of 
the  principal  of  or  the  interest  upon  this  bond,  or 
for  any  claim  based  thereon,  or  in  respect  thereof, 
or  of  said  indenture,  against  any  incorporator, 
stockholder,  officer  or  director  of  the  Telephone 
Company,  either  directly  or  through  the  Tele- 
phone Company  or  through  a receiver  or  trustee, 
whether  by  virtue  of  any  statute  or  rule  of  law,  or 
by  the  enforcement  of  any  assessment  or  penalty 
or  otherwise,  all  such  liability  being,  by  the  ac- 
ceptance hereof  and  as  part  of  the  consideration 
for  the  issue  hereof,  expressly  released. 

This  bond  shall  not  become  valid  or  obligatory 
for  any  purpose  until  it  shall  have  been  authenti- 
cated by  the  execution  of  the  certificate,  hereon  in- 
dorsed, by  the  Trustee  under  said  indenture. 

This  bond  and  the  indenture  securing  the  same, 
herein  referred  to,  have  been  executed  and  deliv- 
ered by  The  Bell  Telephone  Company  of  Pennsyl- 
vania at  its  office  or  agency  in  the  City  of  New 
York,  State  of  New  York,  and  are  to  be  construed 
and  governed  according  to  the  laws  of  the  State 
of  New  York. 

In  Witness  Whereof,  The  Bell  Telephone 
Company  of  Pennsylvania  has  caused  these  pres- 
ents to  be  signed  by  its  President  or  Vice  Presi- 
dent and  its  corporate  seal  to  be  hereunto  affixed 
and  attested  by  its  Secretary  or  Assistant  Secre- 
tary, and  coupons  for  said  interest  bearing  the  en- 
graved facsimile  signature  of  its  Treasurer  to  be 
attached  hereto  in  the  City  of  New  York.  Dated 
the  day  of 

The  Bell  Telephone  Company 
of  Pennsylvania, 


Attest : 


By 


Vice  President. 


Secretary. 


5 


No 


(Form  of  Interest  Coupon) 

$. 


On  the  day  of  , , 

The  Bell  Telephone  Company  of  Pennsylvania 
will  pay  to  bearer  at  its  office  or  agency  in  the  Bor- 
ough of  Manhattan,  City  of  New  York, 

Dollars  in  gold  coin  of  the 
United  States,  being  six  months’  interest  then  due 
on  its  First  and  Refunding  Mortgage  Gold  Bond 
No.  , Series 


Treasurer. 

(Form  of  Registered  Bond  Without  Coupons) 

No Series % No 

UNITED  STATES  OF  AMERICA 
State  of  New  York. 

THE  BELL  TELEPHONE  COMPANY  OF 
PENNSYLVANIA. 

Ftrst  and  Refunding  Mortgage  Gold  Bond, 
Due 

The  Bell  Telephone  Company  of  Pennsyl- 
vania, (hereinafter  called  the  “Telephone  Com- 
pany”) a corporation  of  the  State  of  Pennsyl- 
vania, for  value  received,  hereby  promises  to  pay 
to 

or  registered  assigns,  on  the  day  of 

, at  the  office  or  agency  of  the 
Telephone  Company  in  the  Borough  of  Manhat- 
tan, City  of  New  York, 

dollars  in  gold  coin  of  the  United 
States  of  America  of  or  equivalent  to  the  standard 
of  weight  and  fineness  existing  on  October  1,  1920, 
and  to  pay  interest  thereon  at  the  rate  of 
per  cent.  ( %)  per  annum  from  the  day  of 


Form  of 
coupon 


Form  of 
registered 
bond  with- 
out coupons 


G 


Form  of 
registered 
bond  with- 
out coupons 


, 19  ; such  interest  to  be  payable  to 

the  registered  holder  hereof  at  such  office  or 
agency  in  like  gold  coin  semi-annually  on  the 

day  of  and  on  the  day 

of  in  each  year  until  the  payment  of 

said  principal  sum. 

This  bond  is  one  of  a duly  authorized  issue  of 
First  and  Refunding  Mortgage  Gold  Bonds  of  the 
Telephone  Company  issued  and  to  be  issued  under, 
and  all  equally  secured  by,  an  indenture  of  trust, 
dated  October  1,  1920,  duly  executed  and  delivered 
by  the  Telephone  Company  to  Bankers  Trust  Com- 
pany, a corporation  of  the  State  of  New  York,  as 
Trustee,  to  which  indenture  reference  is  hereby 
made  for  a description  of  the  properties  and  fran- 
chises mortgaged,  the  nature  and  extent  of  the  se- 
curity, the  rights  of  the  holders  of  said  bonds  and 
of  the  Trustee  in  respect  of  such  security,  and  the 
terms  and  conditions  under  which  the  bonds  are  is- 
sued and  secured.  As  provided  in  said  indenture, 
said  bonds  may  be  for  various  principal  sums  and 
are  issuable  in  series,  which  different  series  may 
mature  at  different  times,  may  bear  interest  at  dif- 
ferent rates,  and  may  otherwise  vary  as  in  said 
indenture  provided.  Series  bonds,  of  which 

this  is  one,  are  known  as  the  First  and  Refunding 
Mortgage  Gold  Bonds  Series  of  the  Tele- 

phone Company  and  are  limited  in  the  aggregate 
principal  amount  of  $ at  any  one  time  out- 

standing. 

In  case  an  event  of  default,  as  defined  in  the 
said  indenture,  shall  occur,  the  principal  of  this 
bond  may  become  and  be  declared  due  and  payable 
in  the  manner  and  with  the  effect  provided  in  said 
indenture. 

This  bond  is  transferable  by  the  registered 
holder  hereof  in  person  or  by  attorney  duly  au- 
thorized in  writing,  at  the  office  or  agency  of  the 
Telephone  Company  in  the  Borough  of  Manhat- 
tan, City  of  New  York,  upon  surrender  and  can- 
cellation of  this  bond,  and  upon  any  such  trans- 
fer a new  registered  bond  without  coupons,  of  the 
same  series,  for  the  same  aggregate  principal 
amount,  will  be  issued  to  the  transferee  in  ex- 
change therefor. 


7 


No  recourse  shall  be  had  for  the  payment  of 
the  principal  of  or  the  interest  upon  this  bond,  or 
for  any  claim  based  thereon,  or  in  respect  there- 
of, or  of  said  indenture,  against  any  incorporator, 
stockholder,  officer  or  director  of  the  Telephone 
Company,  either  directly  or  through  the  Tele- 
phone Company  or  through  a receiver  or  trustee, 
whether  by  virtue  of  any  statute  or  rule  of  law, 
or  by  the  enforcement  of  any  assessment  or  pen- 
alty or  otherwise,  all  such  liability  being,  by  the 
acceptance  hereof  and  as  part  of  the  consideration 
for  the  issue  hereof,  expressly  released. 

This  bond  shall  not  become  valid  or  obligatory 
for  any  purpose  until  it  shall  have  been  authenti- 
cated by  the  execution  of  the  certificate  hereon  in- 
dorsed, by  the  Trustee  under  said  indenture. 

This  bond  and  the  indenture  securing  the  same, 
herein  referred  to,  have  been  executed  and  deliv- 
ered by  The  Bell  Telephone  Company  of  Pennsyl- 
vania at  its  office  or  agency  in  the  City  of  New 
York,  State  of  New  York,  and  are  to  be  construed 
and  governed  according  to  the  laws  of  the  State 
of  New  York. 

In  witness  whereof,  The  Bell  Telephone  Com- 
pany of  Pennsylvania  has  caused  these  presents 
to  be  signed  by  its  President  or  Vice  President 
and  its  corporate  seal  to  be  hereunto  affixed  and 
attested  by  its  Secretary  or  Assistant  Secretary 
in  the  City  of  New  York. 

Dated  the  day  of 

The  Bell  Telephone  Company  of  Pennsylvania. 

By  

Vice  President. 

Attest : 


Secretary. 

And  Whereas,  on  each  of  said  coupon  bonds  and 
on  each  of  said  registered  bonds  without  ^coupons,  there 
is  to  be  indorsed  a certificate  of  the  Trustee  in  the  follow- 
ing form,  to  wit : 


Form  of 
registered 
bond  with- 
out coupons 


8 


Form  of 
Trustee’s 
certificate 


Compliance 
with  laws 


Granting 

clause 


(Form  of  Trustee’s  Certificate) 

This  bond  is  one  of  the  bonds,  of  the  series 
designated  therein,  described  in  the  within  men- 
tioned indenture. 

Bankers  Trust  Company, 
Trustee, 


By 


Vice  President. 
Asst.  Secretary. 


And  Whereas,  all  acts  and  things  necessary  to  make 
said  bonds  when  executed  by  the  Telephone  Company  and 
authenticated  by  the  Trustee,  as  in  this  indenture  pro- 
vided, valid,  binding  and  legal  obligations  of  the  Tele- 
phone Company  and  this  indenture  a valid  mortgage  or 
deed  of  trust  to  secure  the  payment  of  said  bonds,  have 
been  performed,  and  the  execution  of  this  indenture  has 
been  in  all  respects  duly  authorized: 


Now,  therefore,  in  order  to  secure  the  payment  of 
the  principal  and  interest  of  all  bonds  issued  and  to  be 
issued  under  this  indenture,  according  to  their  tenor  and 
effect  and  the  terms  of  this  indenture,  and  the  perform- 
ance of  the  covenants  and  obligations  herein  contained, 
and  in  consideration  of  the  acceptance  by  the  Trustee  of 
the  trusts  hereby  created,  of  the  purchase  and  acceptance 
of  the  said  bonds  by  the  holders  thereof,  and  of  one  dol- 
lar in  hand  paid  by  the  Trustee  to  the  Telephone  Com- 
pany, upon  the  execution  and  delivery  of  this  indenture, 
receipt  whereof  is  hereby  acknowledged,  the  Telephone 
Company  has  granted,  bargained,  sold,  conveyed,  re- 
leased, confirmed,  pledged,  assigned,  transferred  and 
set  over,  and  by  these  presents  does  grant,  bargain,  sell, 
convey,  release,  confirm,  pledge,  assign,  transfer  and  set 
over  unto  Bankers  Trust  Company,  as  Trustee,  and  to 
its  successors  in  said  Trust  and  its  and  their  assigns 
forever,  subject  to  the  terms  of  this  indenture,  all  and 
singular  the  following  described  property,  rights,  privi- 
leges and  franchises  of  the  Telephone  Company,  viz.: 


9 


Any  and  all  real  estate  which  the  Telephone  Com- 
pany now  owns,  or  in  which  it  has  any  interest,  to  be 
more  fully  described  in  a supplemental  indenture  to  be 
executed  by  the  Telephone  Company  to  the  Trustee,  or 
which  it  may  hereafter  acquire,  in  the  Commonwealth 
of  Pennsylvania. 

Together  with  all  plants,  buildings,  structures,  im- 
provements and  machinery  located  upon  said  real  estate 
or  any  portion  thereof,  and  all  rights,  privileges  and 
easements  of  every  kind  and  nature  appurtenant  thereto, 
and  all  and  singular  the  tenements,  hereditaments  and 
appurtenances  belonging  to  the  real  estate  or  any  part 
thereof  hereinbefore  described  or  referred  to  or  intended 
so  to  be,  or  in  any  wise  appertaining  thereto,  and  the 
reversions,  remainders,  rents,  issues  and  profits  thereof; 
also  all  the  estate,  right,  title,  interest,  property,  pos- 
session, claim  and  demand  whatsoever,  as  well  in  law  as 
in  equity  of  the  Telephone  Company,  of,  in  and  to  the 
same  and  any  and  every  part  thereof,  with  the  appurte- 
nances. 

Also  all  buildings,  plants,  systems,  works,  improve- 
ments, structures,  fixtures,  appliances,  machinery,  mate- 
rials, supplies,  tools,  implements,  office  furniture,  tele- 
phone and  telegraph  lines,  switchboards,  wires,  cables, 
poles,  conductors,  subways,  conduits,  stations,  sub-sta- 
tions, equipment  (central  office,  subscribers’  stations  and 
general),  instruments,  house  wiring  connections,  and  all 
appliances,  apparatus,  fixtures,  fittings  and  equipment 
of  every  nature  and  kind  whatsoever,  appertaining  to 
or  useful  in  the  transaction  of  the  telephone  or  telegraph 
business  in  the  Commonwealth  of  Pennsylvania,  which 
the  Telephone  Company  now  owns  or  in  which  it  has  any 
interest,  or  which  it  may  hereafter  acquire,  in  said  Com- 
monwealth. 

Also  all  rights  of  way,  franchises,  ordinances,  privi- 
leges, immunities,  consents,  permissions,  leases,  patents, 
patent-rights,  licenses,  license  agreements  and  other 
rights,  privileges,  contracts  and  agreements  appertain- 
ing to  or  useful  in  the  transaction  of  the  telephone  or 


10 


telegraph  business  in  the  Commonwealth  of  Pennsyl- 
vania, which  the  Telephone  Company  now  owns  or  in 
which  it  has  any  interest,  or  which  it  may  hereafter  ac- 
quire, in  said  Commonwealth. 

Also  any  stocks,  bonds,  or  other  obligations  of  other 
corporations  which  the  Telephone  Company  may  here- 
after deposit  with  the  Trustee  (accompanied  in  the  case 
of  certificates  of  stock  and  of  bonds  if  registered,  by 
irrevocable  powers  of  attorney  sufficient  to  enable  the 
Trustee  to  make  transfers  thereof),  as  provided  in 
Article  Third  of  this  indenture. 

Also  all  other  property,  real  and  personal,  which 
the  Telephone  Company  now  owns  or  in  which  it  has 
any  interest,  or  which  it  may  hereafter  acquire,  in  the 
Commonwealth  of  Pennsylvania,  of  whatever  kind  or 
description  appertaining  to  or  useful  in  the  transaction 
of  the  telephone  or  telegraph  business  in  said  Common- 
wealth. 

Also  all  tolls,  incomes,  rents,  issues,  profits,  benefits 
and  advantages  to  be  derived,  received  or  had,  of  and 
from  the  property  hereby  mortgaged  or  pledged  or  in- 
tended so  to  be,  which  the  Telephone  Company  now  owns, 
or  in  which  it  has  any  interest,  or  which  it  may  hereafter 
acquire,  in  the  Commonwealth  of  Pennsylvania. 

It  is  the  intention  and  it  is  hereby  agreed  that  all  prop- 
erty of  the  kind  hereinbefore  described,  in  the  Common- 
wealth of  Pennsylvania,  acquired  by  the  Telephone  Com- 
pany after  the  date  hereof,  shall  be  as  fully  embraced 
within  the  provisions  of  this  indenture,  and  subject  to 
the  lien  hereby  created,  as  if  the  said  property  were  now 
owned  by  the  Telephone  Company,  and  were  specifically 
described  herein  and  conveyed  hereby : Provided,  never- 
theless, that  no  stocks,  bonds,  or  other  obligations  of 
other  corporations,  shall  be  or  become  sub  ject  to  the  lien 
of  this  indenture,  unless  the  same  shall  be  deposited  with 
the  Trustee  by  the  Telephone  Company  as  provided  in 
this  indenture. 

Certain  of  said  property,  rights,  privileges,  and  fran- 
chises, are  conveyed  subject  to  the  lien  of  the  following 
mortgage : 


11 


The  Central  District  Telephone  Company  to  Fidel- 
ity" Title  & Trust  Company,  Trustee,  dated  November 
29, 1913,  under  which  First  Mortgage  5%  Gold  Bonds,  due 
December  1, 1943,  of  an  aggregate  face  value  of  $9,543,000 
are  outstanding. 

To  have  and  to  hold  all  and  singular  the  property, 
rights,  privileges  and  franchises  hereby  conveyed  and 
assigned,  or  intended  so  to  be,  together  with  all  and  singu- 
lar the  reversions,  remainders,  revenues,  incomes,  is- 
sues and  profits,  privileges  and  appurtenances,  now  or 
hereafter  belonging  or  in  anywise  appertaining  thereto, 
unto  the  Trustee  and  its  successors  in  the  trust  hereby 
created  and  its  and  their  assigns,  forever. 

But  in  trust  nevertheless  for  the  equal  pro-rata 
benefit  and  security  of  each  and  every  the  persons  and 
corporations  who  may  be  or  become  the  holders  of  the 
bonds  and  coupons  hereby  secured,  without  preference, 
priority  or  distinction,  except  as  provided  in  Section  1 
of  Article  Ninth  hereof,  as  to  the  lien  or  otherwise  of  one 
bond  over  or  from  the  others  by  reason  of  priority  in 
the  issue  or  negotiation  thereof,  or  by  reason  of  the  date 
of  maturity  thereof;  so  that  each  and  all  of  said  bonds 
shall  have  the  same  right,  lien  and  privilege  under  this 
indenture  and  shall  be  equally  secured  hereby,  with  the 
same  effect  as  if  the  same  had  all  been  made,  issued  and 
negotiated  simultaneously  on  the  date  hereof ; provided, 
nevertheless,  and  these  presents  are  upon  the  express 
condition,  that,  if  the  Telephone  Company,  its  successors 
or  assigns,  shall  well  and  truly  pay  or  cause  to  be  paid 
the  principal  of  said  bonds,  with  interest  and  premium 
if  any,  according  to  the  true  intent  and  meaning  of  the 
said  bonds  and  each  of  them,  or  shall  provide  for  the 
payment  of  such  bonds  and  interest  and  premium  if 
any,  by  depositing  with  the  Trustee  the  entire  amount 
due  thereon,  and  shall  also  pay  or  cause  to  be  paid  all 
other  sums  payable  hereunder  by  the  Telephone  Com- 
pany, then  this  grant  and  mortgage  shall  become  void,  and 


Habendum 


Grant  in 
trust 


Proviso  for 
defeasance 


If  money 
deposited  to 
pay  bonds  is 
not  claimed 
within  six 
years,  same 
shall  be  paid 
to  the 
Telephone 
Company 


Bonds  issu- 
able in 
series 


\2 

the  Trustee  or  its  successors  in  the  trust,  on  payment  of 
all  lawful  charges  and  disbursements  then  unpaid,  on  de- 
mand of  the  Telephone  Company  shall  execute,  acknowl- 
edge and  deliver  to  the  Telephone  Company  such  instru- 
ment of  satisfaction  or  other  deed  of  release  or  convey- 
ance as  may  be  necessary  or  proper  to  discharge  this 
indenture  of  record,  and  shall  grant,  reassign  and  deliver 
to  the  Telephone  Company,  its  successors  or  assigns,  ull 
and  singular  the  property,  rights,  privileges  and  fran- 
chises hereby  granted,  conveyed  and  assigned  and  not 
previously  disposed  of  as  herein  provided,  otherwise  this 
grant  and  mortgage  shall  be  and  remain  in  full  force. 

In  case  the  owner  of  any  outstanding  bonds  and  un- 
paid coupons  shall  not,  within  six  years  after  such  de- 
posit, claim  the  amount  deposited  as  above  stated  for 
payment  thereof,  the  Trustee  shall,  upon  demand,  pay 
over  to  the  Telephone  Company  such  amount  so  depos- 
ited and  the  Trustee  shall  thereupon  be  relieved  from  all 
responsibility  to  the  holder  or  holders  of  any  such  bonds. 

This  indenture,  further  witnesseth,  that  the  Tele- 
phone Company  has  agreed  and  covenanted,  and  hereby 
does  agree  and  covenant  with  the  Trustee  and  with  the 
respective  holders  from  time  to  time  of  said  bonds  or 
coupons,  or  any  thereof,  as  follows,  that  is  to  say: 


ARTICLE  FIRST 

Form,  Execution,  Delivery,  Registry  and  Exchange  of 

Bonds. 

Section  1.  Bonds  may  be  issued  in  series.  Bonds  of 
each  series  shall  be  designated  by  a distinctive  letter.  All 
bonds  of  the  same  series  shall  be  identical  in  tenor,  ex- 
cept as  to  the  denominations  thereof,  and  except,  in  the 
case  of  registered  bonds  without  coupons,  as  to  the  date 
specified  therein  from  which  interest  is  to  accrue.  All 
of  the  bonds  of  a particular  series  shall  bear  the  same 


13 


date.  All  bonds  issued  under  this  indenture  shall  mature 
not  before  October  1,  1945,  and  not  later  than  October  1, 
2020. 

The  bonds  of  Series  A shall  be  designated  “Twenty- 
Five  Year  First  and  Refunding  Mortgage  7%  Sinking 
Fund  Gold  Bonds  Series  A”.  All  coupon  bonds  of  Series 
A shall  be  dated  October  1,  1920,  and  all  bonds  of  Series 
A shall  bear  interest  payable  on  April  1 and  October  1 
in  each  year  at  the  rate  of  7 per  cent,  per  annum  from 
such  date,  without  deduction  on  account  of  any  and  all 
taxes  imposed  by  the  Commonwealth  of  Pennsylvania 
upon  any  such  bond  or  upon  the  holder  as  a resident 
thereof,  not  in  excess  of  four  mills  per  annum  on  each 
dollar  of  the  principal  amount  of  such  bond,  and  shall 
mature  on  October  1,  1945.  They  shall  be  redeemable 
at  the  option  of  the  Telephone  Company,  upon  the  terms 
stated  in  Article  Fifth  hereof,  and  shall  be  secured  by  a 
sinking  fund,  as  provided  in  Article  Fourth  hereof. 

Section  2.  The  bonds  of  each  series,  other  than  Series 
A,  shall  be  designated  in  such  appropriate  manner  as 
shall  be  determined  by  vote  of  the  Board  of  Directors 
of  the  Telephone  Company.  The  terms  of  the  bonds  of 
each  series,  other  than  Series  A,  including  the  maximum 
principal  amount  of  bonds  which  may  be  issued  in  the 
series,  date  of  the  bonds,  date  of  maturity,  rate  of  inter- 
est, semi-annual  interest  payment  dates,  exchangeability, 
provisions  relating  to  conversion  into  the  capital  stock  of 
the  Telephone  Company,  or  of  a successor  corporation, 
to  a sinking  fund,  to  redemption  and  to  payment  with- 
out deduction  for  certain  taxes  shall  be  such,  not  incon- 
sistent with  the  terms  of  this  indenture,  as  may  be  fixed 
by  the  Board  of  Directors  of  the  Telephone  Company  and 
as  shall  be  expressed  in  said  bonds. 

Section  3.  Bonds  of  all  series,  and  the  coupons  to  be 
attached  to  coupon  bonds,  shall  be  substantially  in  the 
forms  hereinbefore  set  forth,  with  such  omissions,  varia- 


Designation 
and  terms 
of  bonds  of 
Series  A 


Designation 
and  terms 
of  bonds  of 
other  series 


Forms  of 
bonds  and 
coupons 


14 


Execution, 
authentica- 
tion and  de- 
livery of 
bonds 


Effect  of 
Trustee’s 
certificate 


Signatures 
of  former 
officers  to 
continue 
valid 


Signature 
on  coupons 


tions  or  insertions  as  may  be  necessary  or  appropriate  to 
make  them  conform  to  provisions  authorized  in  respect 
of  the  bonds  of  any  series  by  the  Board  of  Directors  of 
tlie  Telephone  Company  and  permitted  by  this  indenture. 

All  bonds  issued  under  this  indenture  shall,  from  time 
to  time,  be  executed  on  behalf  of  the  Telephone  Com- 
pany by  its  President,  or  a Vice  President,  under  its  cor- 
porate seal  attested  by  its  Secretary  or  an  Assistant  Sec- 
retary, and  shall  be  delivered  to  the  Trustee  for  authen- 
tication by  it;  and  thereupon,  as  provided  in  this  in- 
denture and  not  otherwise,  the  Trustee  shall  authenticate 
and  shall  deliver  the  same.  Only  such  bonds  as  shall 
bear  thereon  indorsed  a certificate  of  authentication 
substantially  in  the  form  hereinbefore  recited,  exe- 
cuted by  the  Trustee,  shall  be  secured  by  this  indenture 
or  be  entitled  to  any  right  or  benefit  hereunder,  and 
such  authentication  by  the  Trustee  upon  any  such 
bond  shall  be  conclusive  evidence  that  the  bond  so  au- 
thenticated, when  issued  by  the  Telephone  Company,  has 
been  duly  issued  hereunder  and  that  the  holder  thereof 
is  entitled  to  the  benefit  of  the  trusts  hereby  created. 

In  case  any  of  the  officers  of  the  Telephone  Company 
who  shall  have  signed  and  sealed  any  of  the  bonds  issu- 
able under  this  indenture  shall  have  ceased  to  be  officers 
of  the  Telephone  Company  before  the  bonds  so  signed 
and  sealed  shall  have  been  actually  authenticated  and 
delivered  by  the  Trustee,  such  bonds,  nevertheless,  may 
be  authenticated  and  delivered  and  issued  as  though  the 
persons  who  signed  and  sealed  such  bonds  had  not  ceased 
to  be  officers  of  the  Telephone  Company;  and  also  any 
of  such  bonds  may  be  signed  and  sealed  in  behalf  of  the 
Telephone  Company  by  such  persons  as  at  the  actual 
date  of  the  execution  of  such  bonds  shall  be  the  proper 
officers  of  the  Telephone  Company,  although  at  the  date 
of  such  bond  any  such  person  shall  not  have  been  an  offi- 
cer of  the  Telephone  Company.  The  coupons  to  be  at- 
tached to  coupon  bonds  shall  be  authenticated  by  the  en- 
graved facsimile  signature  of  the  present  Treasurer  or 


15 


of  any  future  Treasurer  of  the  Telephone  Company,  and 
the  Telephone  Company  may  adopt  and  use  for  that  pur- 
pose the  facsimile  signature  of  any  person  who  shall 
have  been  such  Treasurer,  notwithstanding  the  fact  that 
he  may  have  ceased  to  be  such  Treasurer  at  the  time 
when  such  bonds  shall  be  actually  authenticated  and  de- 
livered. 

Before  bonds  of  any  series  shall  be  authenticated  or 
delivered  by  the  Trustee,  a copy  of  the  resolution  of  the 
Board  of  Directors  of  the  Telephone  Company,  certified 
under  its  corporate  seal  by  its  Secretary  or  Assistant 
Secretary,  authorizing  or  creating  such  series,  shall  be 
delivered  to  the  Trustee,  and  the  bonds  of  such  series 
shall  conform  to  the  terms  expressed  in  such  resolution. 

Coupon  bonds  shall  bear  interest  from  their  date. 
Registered  bonds  without  coupons  shall  bear  in- 
terest from  the  interest  payment  date  next  preceding  the 
date  of  authentication,  unless  such  date  of  authentica- 
tion be  an  interest  payment  date,  in  which  case  such 
bonds  shall  bear  interest  from  such  interest  payment  date. 

Bonds  may  be  issued  originally  either  as  coupon 
bonds  or  as  registered  bonds  without  coupons.  The  Trus- 
tee shall  not  authenticate  or  deliver  any  coupon  bond  un- 
less all  coupons  thereon  then  matured  shall  have  been 
detached  and  cancelled. 

Section  4.  Coupon  bonds  of  Series  A shall  be  of  the 
denominations  of  $1,000,  $500',  and  $100.  Coupon  bonds 
of  each  other  series  shall  be  of  such  denominations  as  the 
Board  of  Directors  of  the  Telephone  Company  may  de- 
termine. Coupon  bonds  of  the  several  denominations 
shall  each  be  identified  by  a distinctive  number  and  let- 
ter or  letters,  in  accordance  with  such  plan  as  may  be 
adopted  by  the  Telephone  Company  with  the  approval  of 
the  Trustee. 

Registered  bonds  without  coupons  of  Series  A shall 
be  of  the  denominations  of  $1,000,  $5,000,  and  $10,000, 
and  of  other  series,  of  such  denominations  as  the  Board 
of  Directors  of  the  Telephone  Company  shall  determine. 


Trustee  to 
receive  copy 
of  resolution 
creating  any 
series 


Date  from 
which  inter- 
est is  to 
accrue 


Bonds  may 
be  with  or 
without 
coupons 


Denomina- 
tions, etc.,  of 
coupon 
bonds 


Denomina- 
tions of 
bonds  with- 
out coupons 


16 


Registration 
and  transfer 
books 


Registration 
of  coupon 
bonds 


Transfer  of 
registered 
coupon 
bonds 


Negotiabili- 
ty of  cou- 
pons 


Exchange 
of  coupon 
bonds  for 
coupon 
bonds  of 
other 
denomi- 
nations 


Section  5.  The  Telephone  Company  shall  keep  at  an 
office  or  agency  to  be  maintained  by  it  in  the  Borough  of 
Manhattan,  City  of  New  York,  books  for  the  registry 
and  transfer,  as  in  this  indenture  provided,  of  bonds 
issued  hereunder. 

Any  coupon  bond  may  be  registered  as  to  principal 
only  on  the  said  books  of  the  Telephone  Company 
at  its  said  office  or  agency  and  after  such  registra- 
tion no  transfer  shall  be  valid  unless  made  on  said  books 
by  the  registered  holder  in  person,  or  by  his  attorney 
duly  authorized,  and  similarly  noted  on  the  bond.  Upon 
presentation  to  the  Telephone  Company  at  such  office 
or  agency  of  any  such  coupon  bond  registered  as  to  prin- 
cipal, accompanied  by  a written  instrument  of  transfer, 
in  a form  approved  by  the  Telephone  Company,  executed 
by  the  registered  holder,  such  bond  shall  be  transferred 
upon  such  books.  The  registered  holder  of  any  such 
coupon  bond,  registered  as  to  principal,  shall  also  have 
the  right  to  cause  the  same  to  be  registered  as  payable 
to  bearer,  in  which  case  transferability  by  delivery  shall 
be  restored,  and  thereafter  the  principal  of  such  bond 
when  due  shall  be  payable  to  the  person  presenting  the 
bond ; but  any  such  bond  registered  as  payable  to  bearer 
may  be  registered  again  in  the  name  of  the  holder  with 
the  same  effect  as  the  first  registration  thereof.  Suc- 
cessive registrations  and  transfers  as  aforesaid  may  be 
made  from  time  to  time  as  desired.  Each  registration 
of  a bond  shall  be  noted  thereon  by  the  agent  for  such 
purpose  of  the  Telephone  Company.  Registration  of  any 
of  the  coupon  bonds  as  to  principal,  however,  shall  not 
affect  the  negotiability  of  the  coupons  appertaining  to 
such  bond,  but  every  such  coupon  shall  continue  to  pass 
by  delivery  merely  and  shall  remain  payable  to  bearer. 

Whenever  any  coupon  bond  or  bonds  of  the  same 
series,  by  the  terms  thereof  exchangeable  for  coupon 
bonds  of  the  same  series  of  other  denominations,  together 
with  all  unmatured  coupons  thereto*  appertaining,  shall 
be  surrendered  to  the  Telephone  Company  for  exchange 


17 


for  a like  principal  amount  of  coupon  bonds  of  other  de- 
nominations of  the  same  series,  the  Telephone  Company 
shall  execute,  and  the  Trustee  shall  authenticate,  and  it 
or  the  Telephone  Company  shall  deliver  in  exchange 
therefor  a like  aggregate  principal  amount  of  coupon 
bonds  of  the  same  series  of  such  other  denominations  as 
shall  be  designated  in  the  bonds  so  surrendered,  bearing 
all  unmatured  coupons. 

Whenever  the  registered  holder  of  any  registered 
bond  without  coupons  shall  surrender  the  same  to  the 
Telephone  Company  for  transfer,  together  with  a writ- 
ten instrument  of  transfer  in  form  approved  by  the  Tele- 
phone Company  duly  executed  by  such  registered  holder, 
the  Telephone  Company  shall  execute,  and  the  Trustee 
shall  authenticate,  and  it  or  the  Telephone  Company  shall 
deliver  in  exchange  therefor  a new  registered  bond  with- 
out coupons,  or  new  registered  bonds  without  coupons, 
of  the  same  series,  for  the  same  aggregate  principal 
amount. 

Whenever  any  registered  bond  without  coupons,  by  the 
terms  thereof  exchangeable  for  a coupon  bond  or  coupon 
bonds  of  the  same  series,  together  with  a written  instru- 
ment of  transfer  in  form  approved  by  the  Telephone  Com- 
pany duly  executed  by  the  registered  holder,  shall  be  sur- 
rendered to  the  Telephone  Company  for  exchange  for  one 
or  more  coupon  bonds  of  the  same  series,  the  Telephone 
Company  shall  execute,  and  the  Trustee  shall  authenti- 
cate, and  it  or  the  Telephone  Company  shall  deliver  in  ex- 
change therefor  a like  aggregate  principal  amount  of  cou- 
pon bonds  of  the  same  series  as  the  surrendered  bond,  of 
such  denominations  as  shall  be  designated  in  the  bond  so 
surrendered,  bearing  all  miniatured  coupons. 

W1  lenever  any  coupon  bond  or  bonds  of  the  same 
series,  by  the  terms  thereof  exchangeable  for  a registered 
bond  or  registered  bonds  without  coupons,  together  with 
all  miniatured  coupons  thereto  appertaining,  shall  be  sur- 
rendered for  exchange  for  a registered  bond  or  regis- 
tered bonds  without  coupons,  the  Telephone  Company 


Transfer  of 

registered 

bonds 

without 

coupons 


Exchange 

of 

registered 

bonds 

without 

coupons 

for 

coupon 

bonds 


Exchange 

of 

coupon 

bonds 

for 

registered 

bonds 

without 

coupons 


18 


Legends  on 
and  pro- 
visions in 
coupon  and 
registered 
bonds 


Charges  for 

transfers 

and 

exchanges 


Cancellation 
of  surren- 
dered bonds 


Who  to  be 
deemed 
owners  of 
coupon 
bonds 


-of  coupons 


— of  bonds 

without 

coupons 


shall  execute,  and  the  Trustee  shall  authenticate,  and  it 
or  the  Telephone  Company  shall  deliver  in  exchange 
therefor  a registered  bond  without  coupons,  or  regis- 
tered bonds  without  coupons,  of  the  same  series,  for  the 
same  aggregate  principal  amount. 

Each  coupon  bond,  and  each  registered  bond  without 
coupons,  shall  contain  such  provisions  and  bear  such 
legends  relating  to  exchangeability  as  may  be  required  to 
comply  with  the  rules  of  the  New  York  Stock  Exchange 
or  to  conform  to  usage. 

For  any  exchange  of  bonds  for  bonds  of  another  de- 
nomination; or  of  coupon  bonds  for  registered  bonds 
without  coupons,  or  of  registered  bonds  without  coupons 
for  coupon  bonds,  and  for  any  transfer  of  registered 
bonds  without  coupons,  the  Telephone  Company,  at  its 
option,  may  require  the  payment  of  a sum  sufficient  to 
reimburse  it  for  any  stamp  tax  or  other  governmental 
charge,  and  in  addition  thereto  of  a further  sum  of  not 
exceeding  two  dollars  for  each  new  bond,  if  any,  issued 
upon  such  transfer  or  exchange.  In  every  case  of  such 
transfer  or  exchange  the  Trustee  forthwith  shall  cancel 
the  surrendered  bond  or  bonds  and  coupons,  and  upon 
demand  shall  deliver  the  same  to  the  Telephone  Com- 
pany. 

Section  6.  The  Telephone  Company  and  the  Trustee 
may  deem  and  treat  the  bearer  of  any  coupon  bond  here- 
by secured  which  shall  not  at  the  time  be  registered  as 
hereinbefore  provided,  and  the  bearer  of  any  coupons 
for  interest  on  any  bond,  whether  or  not  such  bond  shall 
be  registered,  as  the  absolute  owner  of  such  bond  or 
coupons,  as  the  case  may  be,  for  the  purpose  of  receiving 
payment  thereof  and  for  all  other  purposes,  and  neither 
the  Telephone  Company  nor  the  Trustee  shall  be  affected 
by  any  notice  to  the  contrary. 

The  Telephone  Company  and  the  Trustee  shall  deem 
and  treat  the  person  in  whose  name  any  registered  bond 


19 


without  coupons  issued  hereunder  shall  be  registered  as 
hereinbefore  provided,  as  the  absolute  owner  of  such 
bond  for  the  purpose  of  receiving  payment  of  or  on  ac- 
count of  the  principal  and  interest  on  such  bond  and  for 
all  other  purposes,  and  shall  deem  and  treat  the  person 
in  whose  name  any  coupon  bonds  shall  be  so  registered 
as  the  absolute  owner  thereof  for  the  purpose  of  receiv- 
ing payment  of  or  on  account  of  the  principal  thereof, 
and  for  all  other  purposes  except  to  receive  payment  of 
interest  represented  by  outstanding  coupons. 

Section  7.  In  case  any  bond  issued  under  this  inden- 
ture shall  become  mutilated  or  be  destroyed  or  lost,  the 
Telephone  Company  in  its  discretion  may  issue,  and 
thereupon  the  Trustee  shall  authenticate  and  deliver,  a 
new  bond  of  like  tenor,  date  and  series  bearing  in  the  case 
of  a coupon  bond,  the  same  serial  number  and  the  same 
coupons  as  the  one  mutilated,  destroyed  or  lost,  and  in 
the  case  of  a registered  bond  without  coupons,  having  in- 
dorsed thereon  the  same  serial  number  or  numbers  of 
coupon  bonds  as  were  indorsed  upon  the  bond  so  mutil- 
ated, destroyed  or  lost.  The  applicant  for  such  substi- 
tute bond  shall  furnish  to  the  Telephone  Company  and 
to  the  Trustee  evidence  to  their  satisfaction,  respective- 
ly, of  the  mutilation,  destruction  or  loss  of  such  bond, 
and  said  applicant  also  shall  furnish  such  indemnity  to 
both  the  Company  and  the  Trustee,  respectively,  as  in 
their  discretion  they  may  require.  The  Telephone  Com- 
pany may  require  the  payment  of  a sum  not  exceeding 
two  dollars  for  each  new  bond  issued  under  this  Section. 

Section  8.  Until  definitive  bonds  shall  be  prepared 
the  Telephone  Company  may  execute  and  upon  the  re- 
quest of  the  Telephone  Company  the  Trustee  shall  au- 
thenticate and  deliver  in  lieu  of  such  definitive  bonds 
and  subject  to  the  same  provisions,  limitations  and  con- 
ditions, temporary  printed  bonds  of  any  denomination 
substantially  of  the  tenor  of  the  bonds  hereinbefore  re- 


— of  regis- 
tered coupon 
bonds 


Replacing 
bonds 
mutilated, 
destroyed 
or  lost 


Charges 
for  issuing 
substitute 
bonds 


Temporary 

bonds 


20 


Exchange  of 
temporary 
bonds  for 
definitive 
bonds 


Bonds  may 
be  authenti- 
cated before 
recording  of 
mortgage 


cited,  with  or  without  coupons  and  with  appropriate 
omissions,  insertions  and  variations  as  may  be  required. 
Pending  the  preparation  of  the  definitive  bonds,  such 
temporary  bonds  shall  be  exchangeable  for  other  tempo- 
rary bonds  of  like  aggregate  principal  amount,  whether 
of  the  same  or  different  denominations,  in  accordance 
with  the  provisions  of  this  Article  First. 

Upon  surrender  of  such  temporary  bonds,  or  any  of 
them  in  exchange  for  definitive  bonds,  the  Telephone 
Company,  at  its  own  expense,  shall  prepare  and  execute 
and,  upon  cancellation  of  such  surrendered  bonds,  the 
Trustee  shall  authenticate  and  deliver  in  exchange  there- 
for, definitive  bonds  for  the  same  aggregate  principal 
amount  as  the  temporary  bonds  surrendered,  and  other- 
wise in  accordance  with  said  temporary  bonds.  Until 
so  exchanged,  the  temporary  bonds  in  all  respects  shall 
be  entitled  to  the  same  lien  and  security  of  this  inden- 
ture as  the  definitive  bonds  issued  and  authenticated 
hereunder,  and  interest,  when  and  as  payable,  shall  be 
paid  and  such  payment  noted  thereon,  if  such  temporary 
bonds  shall  have  been  issued  without  coupons,  or,  if  such 
temporary  bonds  shall  have  been  issued  with  coupons, 
shall  be  paid  on  presentation  and  surrender  of  such  cou- 
pons as  they  mature. 

On  request  of  the  Telephone  Company  bonds  shall  be 
authenticated  and  shall  be  delivered  hereunder  in  ad- 
vance of  the  recording  of  this  indenture,  but  the  Tele- 
phone Company  with  all  convenient  speed  shall  cause 
this  indenture  to  be  recorded  as  a mortgage  in  every 
county  of  the  Commonwealth  of  Pennsylvania. 


21 


ARTICLE  SECOND. 

Issue  of  Bonds. 

Section  1.  The  Telephone  Company  may  from  time 
to  time,  subject  only  to  the  conditions  prescribed  in  this 
Article  Second,  issue  bonds  secured  by  this  indenture 
without  limit  as  to  principal  amount;  provided  that  no 
bonds  shall  be  issued  under  this  indenture  which  will 
make  the  total  bonded  debt  of  the  Telephone  Company 
then  outstanding  (including  in  the  term  “total  bonded 
debt”  bonds,  if  any,  of  The  Central  District  Telephone 
Company  and  bonds  created  by  others  than  the  Telephone 
Company  secured  by  lien  upon  the  property  of  the  Tele- 
phone Company,  at  the  time  outstanding,  but  excluding 
all  bonds  to  be  refunded,  paid,  redeemed,  retired,  pur- 
chased or  otherwise  acquired  by  the  issue  of  bonds  under 
this  indenture,)  exceed  (a)  the  sum  of  the  aggregate  par 
value  of  the  fully  paid  capital  stock  of  the  Telephone 
Company  then  outstanding,  plus  the  amount  of  its  sur- 
plus not  specifically  appropriated  for  any  special  purpose 
by  vote  of  its  Board  of  Directors  or  Executive  Commit- 
tee, or  (b)  the  authorized  indebtedness  of  the  Telephone 
Company  at  the  time.  Such  power  to  issue  bonds  shall 
not  be  exhausted  by  any  issue,  but  may  be  exercised  from 
time  to  time  whenever  the  amount  of  bonds  outstanding 
hereunder  does  not  exceed  the  limits  prescribed  in  this 
Article  Second;  and  this  indenture  shall  be  a continuing 
lien  to  secure  the  payment  of  the  principal  and  interest 
of  all  bonds  which  may  from  time  to  time  be  outstanding 
hereunder. 

Whenever  requesting  the  authentication  of  any  bonds, 
except  those  of  Series  A,  under  this  indenture,  the  Tele- 
phone Company  shall  furnish  to  the  Trustee,  in  addition 
to  other  papers  required  by  this  Article  Second,  (a)  an 
opinion  of  its  counsel  as  to  whether  the  consent  or  ap- 
proval of  any  public  service  or  public  utility  commission 
or  other  public  authority  is  required  by  law  for  the  issue 


General 
power  to  is- 
sue bonds 
from  time 
to  time 


Immediate 
issue  of 
Series  A 


Issue  of 
bonds  to  re- 
fund, etc., 
bonds  of 
other  series 


of  such  bonds,  (b)  a certified  copy  of  the  order  or 
other  writing  evidencing  each  such  consent  or  approval 
as  may  be  shown  by  said  opinion  to  be  required  by  law, 

(c)  a certificate  signed  by  its  President  or  a Vice 
President  and  its  Treasurer  or  an  Assistant  Treasurer 
that  by  the  issue  of  said  bonds  the  limits  prescribed  by 
this  Section  1 of  Article  Second  will  not  be  exceeded,  and 
setting  forth  in  reasonable  detail  the  amount  of  such 
capital  stock,  surplus  and  total  bonded  indebtedness,  and 

(d)  as  long  as  any  bonds  of  Series  A are  outstanding, 
a certificate  signed  by  its  President  or  a Vice  President 
and  its  Treasurer  or  chief  accounting  officer,  that  the 
net  earnings  of  the  Telephone  Company  have  been  suf- 
ficient to  comply  with  the  terms  of  paragraph  (2)  of 
Section  5 of  this  Article  Second;  provided  that  for  the 
purpose  of  determining  whether  such  net  earnings  have 
been  so  sufficient,  interest  payable  upon  any  bonds  to  be 
refunded,  paid,  redeemed,  retired,  purchased  or  other- 
wise acquired  shall  be  excluded. 

Section  2.  The  initial  issue  of  bonds  hereunder,  des- 
ignated as  “Twenty-Five  Year  First  and  Refunding 
Mortgage  7%  Sinking  Fund  Cold  Bonds  Series  A,”  shall 
be  limited  to  the  aggregate  principal  amount  of  twenty- 
five  million  dollars  ($25,000,000).  The  bonds  of  said 
Series  A shall  be  forthwith  executed  by  the  Telephone 
Company  and  delivered  to  the  Trustee,  and  the  Trustee 
shall  thereupon  authenticate  and  deliver  said  bonds  to, 
or  upon  the  written  order  of,  the  Telephone  Company, 
and  said  bonds,  or  their  proceeds,  may  be  used  by  the 
Telephone  Company  without  restriction  imposed  by  this 
indenture. 

Section  3. . Additional  bonds  secured  by  this  indenture 
may  from  time  to  time  be  issued  hereunder,  to  refund, 
or  retire,  or  replace,  either  before,  at  or  after  maturity, 
any  bonds  of  Series  A or  any  other  bonds  issued  here- 


23 


under,  upon  compliance  with  the  conditions  prescribed 
in  either  paragraph  (1)  or  (2)  of  this  Section  3 of  Article 
Second. 

(1)  Upon  (a)  delivery  to  the  Trustee  of  any  bonds 
issued  hereunder,  whether  of  the  same  or  different  series, 
cancelled  or  uncancelled,  with  all  unmatured  coupons,  if 
any,  thereto  appertaining,  either  in  bearer  form  or  ac- 
companied by  proper  instruments  of  assignment  and 
transfer,  and/or  (b)  upon  proof  furnished  to  the  Trustee, 
satisfactory  to  the  Trustee,  that  any  such  bonds  have 
been  paid  and  satisfied  in  full,  and/or  (c)  upon  acquisi- 
tion by  the  Trustee  of  any  such  bonds  as  a part  of  the 
sinking  fund  established  therefor,  except ‘bonds  of  Series 
A or  of  any  other  series  in  respect  of  which  the  sinking 
fund  provisions  prohibit  it,  the  Trustee  shall,  upon  re- 
quest of  the  Telephone  Company,  at  any  time  or  times 
thereafter,  authenticate  and  deliver  to,  or  upon  the  writ- 
ten order  of,  the  Telephone  Company,  bonds  of  such  other 
series  as  may  be  requested  by  the  Telephone  Company, 
equal  in  principal  amount  to  the  principal  amount  of  the 
bonds  so  delivered  to  the  Trustee,  and/or  of  the  bonds 
so  proved  to  have  been  paid  and  satisfied,  and/or  of  the 
bonds  so  acquired  for  sinking  fund  purposes,  as  the  case 
may  be;  provided  that  the  Trustee  shall  have  been  fur- 
nished with  a certified  copy  of  a resolution  of  the  Board 
of  Directors  of  the  Telephone  Company,  requesting  the 
authentication  and  delivery  of  such  bonds. 

(2)  Upon  delivery  to  the  Trustee  (a)  of  a certified 
copy  of  a resolution  of  the  Board  of  Directors  of  the 
Telephone  Company,  requesting  the  Trustee  to  authenti- 
cate and  deliver  to,  or  upon  the  written  order  of,  the  Tele- 
phone Company,  bonds  of  a particular  series,  secured  by 
this  indenture,  for  the  purpose  of  refunding  at  maturity 
any  bonds,  whether  of  the  same  or  different  series,  issued 
hereunder,  and/or  for  the  purpose  of  redeeming  any  such 
bonds  that  shall  have  been  called  for  redemption  accord- 


Conditions 
of  issue 
without  de- 
posit of  cash 


Conditions 
of  issue 
with  deposit 
of  cash 


24 


Cancellation 
and  return 
of  bonds 
and  coupons 


Issue  of 
bonds  to  re- 
tire under- 
lying bonds 


ing  to  their  terms,  and  (b)  in  the  case  of  bonds  called  for 
redemption,  also  a certified  copy  of  the  resolution  author- 
izing such  call,  the  Trustee  shall  authenticate  and  deliver 
to,  or  upon  the  written  order,  of,  the  Telephone  Company, 
bonds  of  such  other  series  as  may  he  requested  by  it, 
equal  in  principal  amount  to  the  aggregate  principal 
amount  of  the  bonds  to  be  refunded  and/or  redeemed; 
provided  that  cash  equal  to  the  principal  amount  of  the 
bonds  so  authenticated  and  delivered  shall  simultane- 
ously he  deposited  with  the  Trustee  in  exchange  therefor. 
On  the  written  order  of  the  Telephone  Company,  and 
upon  delivery  to  the  Trustee  from  time  to  time  of  bonds 
so  matured  or  maturing  or  so  called  for  redemption 
(other  than  bonds  in  exchange  for  which  the  Trustee 
shall  have  authenticated  and  delivered  bonds  under  para- 
graph (1)  of  this  Section  3 of  Article  Second),  cancelled 
or  uncancelled,  with  all  unmatured  coupons,  if  any,  there- 
to appertaining,  either  in  bearer  form  or  accompanied  by 
proper  instruments  of  assignment  and  transfer,  the  Trus- 
tee, out  of  the  cash  so  deposited  with  it,  shall  pay  to  the 
Telephone  Company  a sum  equal  to  the  principal  amount 
of  the  bonds'  so  delivered  to  the  Trustee. 

All  bonds  and  coupons  delivered  to  the  Trustee 
under  the  provisions  of  this  Section  3 of  Article 
Second  shall,  if  uncancelled,  thereupon  be  cancelled,  and 
shall  be  stamped  by  the  Trustee  with  a notation  that  the 
same  have  been  refunded  under  this  indenture,  and  re- 
turned to  the  Telephone  Company.  No  bonds  shall  be 
subsequently  issued  hereunder  in  place  of  bonds  that 
shall  have  been  so  refunded,  stamped  and  returned. 

Section  4.  Additional  bonds  secured  by  this  inden- 
ture may  from  time  to  time  be  issued  hereunder  either 
(a)  to  refund,  pay,  redeem,  retire,  purchase  or  otherwise 
acquire,  before,  at  or  after  maturity,  (1)  any  bonds  of 
The  Central  District  Telephone  Company  referred  to  in 
the  granting  clause  of  this  indenture,  and  (2)  any  bonds 
or  other  obligations  secured  by  mortgage  or  other  lien 


25 


upon  any  property  which  may  hereafter  be  acquired  by 
the  Telephone  Company  and  become  subject  to  the  lien 
of  this  indenture  and  which  mortgage  or  other  lien  is 
prior  to  the  lieu  of  the  bonds  issued  hereunder,  or  (b) 
to  reimburse  the  Telephone  Company  for  money  expended 
for  any  of  said  purposes.  All  such  bonds  or  other  obli- 
gations are  hereinafter  referred  to  collectively  as  under- 
lying bonds. 

(1)  Whenever,  from  time  to  time,  the  Telephone  Com- 
pany shall  deposit  with  the  Trustee  before,  at  or  after 
maturity,  any  of  said  underlying  bonds,  cancelled  or  un- 
cancelled,  with  all  unmatured  coupons,  if  any,  thereto 
appertaining,  either  in  bearer  form  or  accompanied  by 
proper  instruments  of  assignment  and  transfer,  or  shall 
furnish  to  the  Trustee  evidence  satisfactory  to  the  Trus- 
tee that  any  such  bonds,  including  those  acquired  for 
sinking  fund  purposes,  have  been  paid  and  satisfied  in 
full,  the  Trustee,  upon  request  of  the  Telephone  Com- 
pany, evidenced  by  a certified  copy  of  a resolution  of 
its  Board  of  Directors,  shall  authenticate  and  deliver  to, 
or  upon  the  written  order  of,  the  Telephone  Company, 
bonds  secured  by  this  indenture  of  any  series  requested 
by  it,  of  a principal  amount  equal  to  the  principal  amount 
of  such  bonds  so  delivered  to  the  Trustee  or/and  of  such 
bonds  so  proved  to  have  been  paid  and  satisfied. 

(2)  From  time  to  time,  before,  at  or  after,  the  ma- 
turity of  any  of  said  underlying  bonds,  the  Telephone 
Company  may  sell  or  otherwise  dispose  of  bonds  of  any 
series  secured  by  this  indenture,  in  order  to  provide,  in 
whole  or  in  part,  the  means  to  pay,  redeem,  purchase  or 
otherwise  acquire  any  part  of  such  bonds  then  outstand- 
ing, and  the  Trustee  shall  thereupon  authenticate  and 
deliver  to,  or  upon  the  written  order  of,  the  Telephone 
Company  bonds  of  any  series  requested  by  it  secured 
by  this  indenture  of  an  aggregate  principal  amount  equal 
to  the  aggregate  principal  amount  of  the  bonds  to  be  so 
paid,  redeemed,  purchased  or  otherwise  acquired,  pro- 


conditions 
of  issue  of 
bonds  to  re- 
tire under- 
lying bonds 


Issue  of 
bonds 

against  cash 
to  retire 
underlying 
bonds 


Resolutions, 
etc.,  to  be 
delivered  to 
Trustee 


Disposition 
of  underly- 
ing bonds 
upon 

retirement 


26 


vided  that,  in  each  case- an  amount  of  money  equal  to  the 
aggregate  principal  amount  of  the  bonds  so  to  be  paid, 
redeemed,  purchased  or  otherwise  acquired  shall  simul- 
taneously with  the  delivery  of  said  bonds  secured  hereby 
be  deposited  with  the  Trustee.  Out  of  the  money  so  de- 
posited with  the  Trustee,  it  shall,  upon  demand  of  the 
Telephone  Company,  and  upon  the  delivery  to  the  Trus- 
tee, in  bearer  form,  or  accompanied  by  proper  instru- 
ments of  assignment  and  transfer,  of  any  one  or  more  of 
the  bonds  so  paid,  redeemed,  purchased  or  otherwise  ac- 
quired by  the  Telephone  Company,  pay  to  it  or  upon  its 
written  order,  a sum  equal  to  the  principal  amount  of  the 
bonds  so  delivered  to  the  Trustee. 

Whenever  the  Telephone  Company  shall  request  the 
authentication  of  bonds  for  any  of  such  purposes,  it  shall 
deliver  to  the  Trustee,  in  addition  to  said  bonds  or  cash, 
a certified  copy  of  a resolution  of  its  Board  of  Direc- 
tors, requesting  the  Trustee  to  authenticate  and  deliver 
to,  or  upon  the  written  order  of,  the  Telephone  Company, 
a stated  amount  of  said  bonds  to  be  sold  or  otherwise  dis- 
posed of,  for  or  in  respect  of  the  payment,  purchase,  re- 
demption or  acquisition  of  a stated  number  of  underlying 
bonds,  specifying  such  underlying  bonds,  and  stating 
that  said  amount  of  bonds  to  be  issued  hereunder 
is  required  for  such  purpose. 

(3)  Every  underlying  bond  which  shall  be  deposited 
with  the  Trustee  under  the  provisions  of  this  Section  4 
of  Article  Second  shall  be  stamped  by  the  Trustee  sub- 
stantially as  follows:  “Not  negotiable.  Held  in  trust 
for  the  purposes  declared  in  the  First  and  Refunding 
Mortgage  of  The  Bell  Telephone  Company  of  Pennsyl- 
vania dated  October  1,  1920,”  and  shall  be  held  by  the 
Trustee  as  purchaser,  without  merger  or  extinguishment 
or  impairment  of  lien,  and  if  not  previously  canceled,  then 
in  uncanceled  form,  as  part  of  the  security  for  the  bonds 
issued  and  to  be  issued  under  this  indenture,  unless  and 
until  disposed  of  as  hereinafter  in  this  paragraph  (3) 
authorized  and  directed. 


27 


Until  default  of  the  character  described  in  Section  2 
of  Article  Ninth  hereof,  and  its  continuance  for  the  period 
therein  specified,  neither  the  principal  nor  the  interest 
of  any  underlying  bonds  at  any  time  held  by  the  Trustee 
shall  be  collected  or  shall  be  required  to  be  paid,  and  the 
coupons  thereto  appertaining,  as  they  mature,  shall  be 
canceled  by  the  Trustee  and  delivered  to  the  Telephone 
Company,  except  that  if  default  be  made  in  the  payment 
of  the  interest  and  principal  of  any  of  the  underlying 
bonds  not  held  by  the  Trustee  hereunder,  the  coupons 
appertaining  to  any  such  bonds  of  the  same  issue,  held 
subject  to  the  lien  of  this  indenture,  shall  not  after  such 
default  be  canceled,  and  the  Trustee  may  demand  and 
enforce  any  sums  due,  whether  for  interest  or  as  prin- 
cipal, on  any  such  bonds  or  uncanceled  coupons,  or  may 
take  such  other  action  as  shall,  in  its  judgment,  be  desir- 
able or  necessary,  and  in  all  respects  such  bonds  so  held 
by  the  Trustee  shall  be  enforceable  equally  and  ratably 
with  all  other  like  bonds  not  so  held  by  the  Trustee.  The 
Trustee  shall  be  reimbursed  by  the  Telephone  Company, 
or  from  the  trust  estate,  for  all  expenses  by  it  properly 
incurred  by  reason  of  any  such  action  taken,  with  in- 
terest, and  the  amount  of  such  expenses  and  interest 
shall,  until  repaid,  constitute  a lien  upon  the  mortgaged 
property  prior  to  the  lien  of  tliis  indenture.  If  at  any 
time  all  of  the  underlying  bonds  of  any  issue  shall  be  de- 
posited with  the  Trustee,  or  shall  have  been  proved  to 
the  satisfaction  of  the  Trustee  to  have  been  paid  and 
satisfied  in  full,  and  there  shall  not  be  outstanding  any 
mortgage  or  other  lien,  which  is  junior  to  the  mortgage 
securing  such  deposited  bonds  and  prior  to  the  lien  of 
this  indenture,  upon  any  part  of  the  mortgaged  prop- 
erty, then,  the  bonds  of  such  issue  then  held  by  the 
Trustee  shall  be  canceled  by  the  Trustee  and  sur- 
rendered to  the  Telephone  Company,  and,  in  such  case, 
the  Telephone  Company  shall  procure  the  satisfaction 
and  discharge  of  the  mortgage  securing  said  canceled 
bonds.  In  case  the  Telephone  Company  shall  fail  or  neg- 


Until  de- 
fault no  in- 
terest to  be 
paid 


Upon  pay- 
ment of  all 
underlying 
bonds  of 
any  issue, 
mortgage 
securing  the 
same  shall  be 
discharged 


28 


Future  is- 
sues of 
bonds  on 
account  of 
additional 
property 


Issue  of 
bonds  upon 
deposit 
of  cash 


lect  to  take  such  steps  as  may  be  necessary  to  procure  the 
satisfaction  and  discharge  of  record  of  the  mortgage  se- 
curing said  canceled  bonds,  the  Trustee  may  take  or  cause 
to  be  taken,  at  the  expense  of  the  Telephone  Company, 
such  steps  as  in  its  opinion  may  be  necessary  to  procure 
the  satisfaction  and  discharge  of  record  of  the  said  mort- 
gage. 

Section  5.  Additional  bonds  secured  by  this  indenture 
may  from  time  to  time,  within  the  limit  prescribed  by 
Section  1 of  this  Article  Second,  be  issued  hereunder, 
subject  only  to  the  following  conditions: 

(1)  The  aggregate  principal  amount  of  bonds  which 
the  Telephone  Company  shall  be  entitled  to  have  authen- 
ticated under  the  provisions  of  this  Section  5 of  Article 
Second  may  equal,  but  shall  not  exceed  seventy-five  per 
cent,  of  the  actual  cash  cost  to  the  Telephone  Company 
of  additions  to,  or  extensions  of,  or  betterments  and  im- 
provements of,  the  telephone  plant  and  system  hereby 
mortgaged  made  or  acquired  by  the  Telephone  Company 
subsequent  to  the  date  of  this  indenture  and  subject  to  the 
lien  hereof,  plus  seventy-five  per  cent,  of  the  actual  cash 
cost  to  it  of  stock,  bonds  and  other  securities  acquired  by 
the  Telephone  Company  subsequent  to  the  date  of  this 
indenture,  which  represent  interests  in  telephone  prop- 
erties and  which  shall  be  pledged  with  the  Trustee  subject 
to  the  lien  of  this  indenture;  provided  that  bonds  shall 
not  be  authenticated  under  this  Section  5 of  Article  Sec- 
ond on  account  of  stock,  bonds  or  other  securities,  if  there- 
upon more  than  10  per  cent,  of  the  reasonable  value  of 
the  property  subject  to  the  lien  of  this  indenture  would 
consist  of  stock,  bonds  or  other  corporate  obligations. 

Such  bonds  may  also  be  authenticated  and  delivered  in 
advance  of  the  acquisition  of  such  property  or  securities, 
or  the  doing  of  such  work,  if,  simultaneously  with  the 
delivery  of  such  bonds,  the  Telephone  Company  shall 
deposit  with  the  Trustee  the  cash  proceeds  of  the  bonds 
so  authenticated  and  delivered.  The  moneys  so  depos- 


29 


ited  with  the  Trustee  (hereinafter  referred  to  as  “de- 
posited moneys”)  shall  be  held  by  the  Trustee  as  a trust 
fund,  subject  to  the  lien  of  this  indenture  and  as  part 
of  the  trust  estate,  until  they  shall  have  been  paid  out 
from  time  to  time  as  hereinafter  provided  in  this  Sec- 
tion 5 of  Article  Second. 

(2)  Bonds  shall  not  be  authenticated  under  the  provi- 
sions of  this  Section  5 of  Article  Second  if  the  net  earn- 
ings of  the  Telephone  Company,  after  providing  for  the 
payment  of  taxes,  available  for  interest  purposes,  dur- 
ing the  period  of  twelve  consecutive  calendar  months 
ending  not  more  than  sixty  days  prior  to  such  request  for 
authentication,  shall  have  been  less  than  one  and  three- 
quarters  times  the  interest  on  the  bonded  indebtedness 
of  the  Telephone  Company,  including  the  interest  on  the 
outstanding  bonds,  if  any,  of  The  Central  District  Tele- 
phone Company  and  all  other  underlying  bonds,  and  on 
the  bonds  proposed  to  be  issued,  but  not  including  the  in- 
terest payable  by  the  Telephone  Company  on  any  bonds 
in  any  sinking  fund. 

(3)  Whenever  requesting  the  authentication  of  any 
bonds  under  the  provisions  of  this  Section  5 of  Article 
Second,  the  Telephone  Company  shall  furnish  to  the 
Trustee  (a)  a certified  copy  of  a resolution  of  the  Board 
of  Directors  of  the  Telephone  Company,  setting  forth  (1) 
the  aggregate  amount  of  bonds  issued  hereunder  at  the 
time  outstanding,  (2)  the  purpose  of  the  issue  of  the 
bonds  of  which  authentication  is  requested,  and  (3)  the 
amount,  series  and  denominations  of  such  bonds;  and  (b) 
a certificate  showing  that  the  net  earnings  of  the  Tele- 
phone Company  have  been  sufficient  to  comply  with  the 
terms  of  paragraph  2 of  this  Section  5 of  Article  Second. 

(4)  Whenever  requesting  the  payment  of  deposited 
moneys,  or  the  authentication  of  any  bonds  under  the 
provisions  of  this  Section  5 of  Article  Second  (except 
in  case  the  cash  proceeds  thereof  are  deposited  with  the 
Trustee  as  hereinbefore  provided),  the  Telephone  Corn- 


Net 

earnings  in 
excess  of 
interest 
require- 
ments 


Copies  of 
resolutions 
to  be 

furnished  to 
Trustee 


Certificates 
to  be 

furnished  to 
Trustee 


30 


pany  shall  furnish  to  the  Trustee  a certificate  or  certifi- 
cates describing  in  reasonable  detail  the  property  or  se- 
curities or  work  on  account  of  which  the  authentication 
of  bonds,  or  the  payment  of  cash  is  requested,  and  stating 

(a)  the  actual  cash  cost  thereof  to  the  Telephone  Com- 
pany and  that  such  property  or  securities  were  acquired 
or  the  work  done  subsequent  to  the  date  of  this  indenture ; 

(b)  that  no  part  of  the  expenditures  has  been  included  in 
any  certificate  previously  furnished  to  the  Trustee  under 
any  of  the  provisions  of  this  Article  Second  or  has  been 
made  the  basis  of  the  withdrawal  of  any  moneys  or  the  re- 
lease of  property  or  securities  under  any  other  provision 
of  this  indenture,  or  has  been  made  or  incurred  for  re- 
pairs, maintenance  or  renewals;  (c)  that  the  Telephone 
Company,  to  the  knowledge  of  the  officers  making  such  cer- 
tificates, is  not  in  default  in  the  performance  of  the  pro- 
visions of  this  indenture;  (d)  whether  any  property  so 
acquired  is  subject  to  any  lien  or  charge,  which  shall  be 
particularly  described,  excepting  undetermined  liens  and 
charges  incident  to  construction  and  taxes  for  the  cur- 
rent year,  and  setting  forth  the  amount  of  every  such  lien 
or  charge;  and  (e)  such  certificate  may  also  state  any 
other  fact  pertaining  to  the  issue  and  authentication  of 
bonds  or  the  payment  of  deposited  moneys  under  this 
Article  Second.  In  case  such  certificate  or  certificates 
shall  apply  to  any  shares  of  stock,  bonds  or  other  obli- 
gations of  other  corporations,  of  the  nature  and  charac- 
ter in  this  Section  5 of  Article  Second  specified,  such  cer- 
tificate or  certificates  shall  also  state  the  amount  of  the 
capital  stock  of  each  such  corporation  outstanding,  the 
amount  thereof  then  owned  or  to  be  acquired  by  the  Tele- 
phone Company,  the  reasonable  value  of  the  property 
then  subject  to  the  lien  of  this  indenture,  and  the  propor- 
tion of  such  reasonable  value  represented  by  stock,  bonds 
or  other  corporate  obligations,  and  such  certificate  or 
certificates  shall  be  accompanied  by  an  opinion  of  coun- 
sel satisfactory  to  the  Trustee  (who  may  be  counsel  for 
the  Telephone  Company),  that  such  shares  of  stock, 


31 


bonds  or  other  obligations  have  been  legally  issued,  that 
the  acquisition  thereof  by  the  Telephone  Company  is 
authorized  by  law,  and  that  any  shares  of  stock  so  ac- 
quired are  fully  paid  and  non-assessable. 

In  every  case,  where  additional  real  estate  is  acquired, 
there  shall  be  furnished  to  the  Trustee  an  opinion  of  coun- 
sel satisfactory  to  it  (who  may  be  counsel  for  the  Tele- 
phone Company)  to  the  effect  that  the  Telephone  Com- 
pany has  good  title  thereto,  together  with  all  such  deeds, 
conveyances  or  instruments  of  further  assurance  which 
may  be  necessary  for  the  purpose  of  subjecting  the  same 
to  the  lien  and  operation  of  this  indenture  as  a first  lien 
thereon  (except  the  liens,  if  any,  specified  in  paragraph 
(d)  of  the  certificate  hereinbefore  referred  to),  unless, 
in  the  opinion  of  such  counsel,  no  such  deeds,  convey- 
ances or  instruments  of  further  assurance  are  necessary 
for  such  purpose;  and  all  such  additional  real  estate  shall 
forthwith  and  ipso  facto  become  subject  to  the  lien  of 
this  indenture. 

Every  certificate  furnished  under  this  Section  5 of 
Article  Second  shall  be  signed  by  the  President  or  a Vice 
President,  and  also  by  the  Treasurer  or  chief  account- 
ing officer,  or  an  Engineer  of  the  Telephone  Company. 
The  same  person  need  not  certify  to  all  the  facts  required 
to  be  certified,  but  different  persons  may  certify  to  dif- 
ferent facts  respectively. 

Upon  receipt  of  such  certificate  or  certificates,  and  a 
certified  copy  of  such  resolution  or  resolutions  and  other 
writings,  the  Trustee  shall  authenticate  and  deliver  to, 
or  upon  the  written  order  of,  the  Telephone  Company, 
an  amount  of  bonds  secured  hereby  of  the  description 
called  for  in  such  resolution,  of  the  aggregate  principal 
amount  requested  by  the  Telephone  Company  but  not 
exceeding  seventy-five  per  cent,  of  the  expenditures,  as 
set  forth  in  such  certificate  or  certificates,  or  pay  to  the 
Telephone  Company  from  the  deposited  moneys  the  cash 
proceeds  of  the  sale  of  a face  amount  of  bonds  equal  to 
seventy-five  per  cent,  of  such  expenditures.  Provided, 


Provisions 
as  to 

real  estate 


By  whom 
certificates 
shall  be 
signed 


Authentica- 
tion of 
bonds 

upon  receipt 
of  certifi- 
cates, etc. 


32 


No  bonds 
authenti- 
cated if 
Telephone 
Company 
is  in 
default 


Trustee  (may 
rely  on 
resolutions, 
certificates, 
etc. 


— -may  make 
an  inde- 
pendent in- 
vestigation 


However,  that  if  it  shall  appear  in  the  certificate  to  be  fur- 
nished hereunder  that  any  property,  on  account  whereof 
request  is  made  for  the  payment  of  deposited  moneys  or 
the  authentication  of  any  bonds,  is  subject  to  any  lien 
or  charge  required  to  be  stated  in  such  certificate,  the 
face  amount  of  such  lien  or  charge  as  so  certified  shall  be 
added  to  the  cost  stated  in  said  certificate,  for  the  pur- 
pose of  ascertaining  the  total  cost  of  such  property,  and 
thereupon  the  Trustee  shall  reserve  from  the  aggregate 
face  amount  of  bonds  which  the  Telephone  Company 
would  otherwise  be  entitled  to  have  certified  and  deliv- 
ered a face  amount  equal  to  the  amount  of  such  lien  and 
incumbrance  and  the  balance  remaining  shall  be  the  face 
amount  of  bonds  which  the  Trustee  shall  certify  and 
deliver  or  the  proceeds  of  the  sale  of  which  the  Trustee 
shall  pay,  in  the  first  instance. 

Section  6.  No  bond  shall  be  authenticated  or  deliv- 
ered by  the  Trustee  in  case  the  Telephone  Company  shall 
at  the  time  be  in  default  in  the  payment  of  interest  or 
principal  of  any  of  the  bonds  secured  hereby,  or  in  de- 
fault in  the  observance  of  any  of  the  covenants  on  its 
part  to  be  performed  under  the  provisions  of  this  inden- 
ture and  such  default  shall  be  known  to  the  Trustee. 

Section  7.  The  resolutions,  certificates  and  other  in- 
struments provided  for  in  this  Article  Second  may  be  ac- 
cepted by  the  Trustee  as  satisfactory  and  conclusive 
evidence  as  to  the  statements  therein  contained  and 
shall  be  full  authority  to  the  Trustee  for  the  authenti- 
cation and  delivery  of  bonds  or  for  the  payment  of  the 
proceeds  thereof,  but  before  authenticating  and  delivering 
any  bonds  under  this  Article  Second  or  before  making 
any  payment  of  the  proceeds  thereof,  the  Trustee  may, 
in  its  discretion,  and  shall,  if  requested  in  writing  so 
to  do  by  the  holders  of  not  less  than  25%  in  amount  of 
bonds  then  outstanding  hereunder  and  furnished  with 
indemnity  satisfactory  to  it,  cause  to  be  made  such 


33 


independent  investigation  as  it  may  see  fit,  and  in  that 
event,  may  decline  to  authenticate  and  deliver  such 
bonds  or  to  make  any  payment  of  the  proceeds  thereof, 
unless  and  until  satisfied  by  such  investigation  of  the 
substantial  accuracy  of  such  resolutions,  certificates  and 
other  instruments.  The  reasonable  expense  of  any  such 
investigation  shall  be  paid  by  the  Telephone  Company, 
or,  if  paid  by  the  Trustee,  shall  be  repaid  by  the  Tele- 
phone Company  upon  demand,  and  until  repaid,  shall 
be  a first  charge  upon  the  trust  estate. 


ARTICLE  THIRD. 

Concerning  Securities  of  other  Corporations. 

Section  1.  If  the  Telephone  Company  shall  request 
the  Trustee  to  certify  any  bonds  under  the  provisions  of 
Section  5 of  Article  Second  hereof,  on  account  of  the 
acquisition  by  the  Telephone  Company  of  stock,  bonds 
or  other  obligations  of  other  corporations,  the  Telephone 
Company  shall,  simultaneously  with  the  delivery  to  it 
of  such  bonds  by  the  Trustee,  deposit  with  the  Trustee 
certificates  for  all  such  shares  of  stock  and  such  bonds 
or  other  corporate  obligations,  which  stock,  bonds  and 
other  obligations  shall  thereupon  become  subject  to  the 
lien  of  this  indenture.  Such  certificates  of  stock,  and 
such  bonds,  if  registered,  shall  be  accompanied  by  irre- 
vocable powers  of  attorney  sufficient  to  enable  the  Trus- 
tee to  make  such  transfers  thereof  as  it  may  be  author- 
ized by  this  indenture  to  make.  Until  default,  such  shares 
of  stock  and  registered  bonds  shall  not  be  transferred 
into  the  name  of  the  Trustee  or  any  other  person. 

The  Trustee,  at  the  request  of  the  Telephone  Com- 
pany, may  do  whatever  may  be  necessary  for  the  purpose 
of  maintaining,  preserving,  renewing  or  extending  the 
corporate  existence  of  any  company  all  or  a part  of 
whose  capital  stock  shall  be  held  by  the  Trustee  here- 
under, and  for  such  purpose,  from  time  to  time  and  when- 


— at  the 
expense  of 
the  Tele- 
phone 
Company 


Securities 
subject  to 
lien  of  in- 
denture to 
be  deposited 
with  Trustee 


Trustee  may 
preserve 
existence  of 
company 
whose  stock 
is  pledged 


34 


— may 

qualify 

directors 


Until 

default 

Telephone 

Company 

to  receive 

dividends 

and  interest 


Telephone 
Company 
not  entitled 
to  principal 
of  pledged 
securities 


— nor  to 
capital  dis- 
tributions 


ever  requested  in  writing  by  the  Telephone  Company,  the 
Trustee  shall  sell;  assign,  transfer  and  deliver  (for  a 
nominal  consideration  if  the  Telephone  Company  shall 
so  desire)  a sufficient  number  of  any  shares  of  stock  that 
then  shall  be  held  by  the  Trustee  hereunder,  to  qualify 
persons  to  act  as  directors  of,  or  in  any  official  relation 
to  the  several  companies  which  shall  have  issued  such 
shares;  and  in  every  such  case  the  Trustee  may  make 
such  arrangements  as  it  shall  deem  necessary  for  the 
protection  of  the  trusts  hereunder. 

Section  2.  So  long  as  there  shall  be  no  continuing 
default  of  the  character  hereinafter  in  Section  2 of  Ar- 
ticle Ninth  specified,  the  Telephone  Company  shall  have 
the  right  to  receive,  hold  and  dispose  of,  free  from  all  the 
trusts  hereof,  the  dividends  or  other  income  which  may 
be  paid  upon  any  stocks,  bonds  or  other  corporate  obli- 
gations which  may,  at  any  time  be  owned  by  it  and  pledged 
with  the  Trustee,  and  the  Trustee  shall  from  time  to  time 
deliver  to  the  Telephone  Company  all  such  suitable  orders 
in  the  premises  as  are  necessary  and  proper  to  enable  the 
Telephone  Company  to  collect  and  receive  the  same,  and 
the  Trustee  at  once  shall  pay  over  to  the  Telephone  Com- 
pany any  such  dividend  or  income  which  may  be  collected 
or  received  by  it. 

Provided,  however,  and  hereby  it  is  declared  and 
agreed,  except  as  in  this  indenture  otherwise  expressly 
provided,  that  (1)  the  Telephone  Company  shall  not  be 
entitled  to  receive  and  the  Trustee  shall  not  pay  over  to 
the  Telephone  Company  the  principal  of  any  bond  or 
other  corporate  obligation  subject  to  the  lien  of  this 
indenture;  (2)  the  Telephone  Company  shall  not  be 
entitled  to  receive  and  the  Trustee  shall  not  pay 
over  to  the  Telephone  Company  any  interest  on 
any  such  bond  or  corporate  obligation  which  shall 
have  been  collected  or  paid  out  of  the  proceeds  of 
any  sale  or  condemnation  of  the  property  cov- 
ered by  a mortgage  securing  such  bonds  or  corporate 
obligations,  or  out  of  the  proceeds  of  sale  of  any  other 


35 


property  of  the  company  liable  upon  such  bonds  or  ob- 
ligations in  case  of  the  dissolution  or  liquidation  of  such 
company,  it  being  the  intention  that  tile  Telephone  Com- 
pany shall  be  entitled  to  receive  only  payment  made  out 
of  the  rents,  revenues,  income  or  proceeds  of  operation 
of  such  properties;  (3)  the  Telephone  Company  shall  not 
collect  any  such  coupons  or  interest  by  legal  proceedings 
or  by  enforcement  of  any  security  therefor  except  with 
the  assent  of  the  Trustee  nor  in  any  manner  which  the 
Trustee  shall  deem  prejudicial  to  the  trusts  hereunder; 
(4)  the  Telephone  Company  shall  not  be  entitled  to  col- 
lect any  stock  dividends  that  may  be  declared  on  any 
shares  of  the  capital  stock  of  other  corporations  that 
shall  be  subject  to  the  lien  of  this  indenture,  and  in 
case  any  stock  dividends  are  so  declared  the  certificates 
therefor  shall  by  the  Telephone  Company  be  indorsed 
and  delivered  to  the  Trustee;  (5)  the  Telephone  Company 
shall  not  be  entitled  to  collect  any  cash  dividends  on  any 
such  shares  that  may  become  payable  upon  or  in  the 
course  of  the  dissolution,  liquidation  or  winding  up  of 
any  such  company  or  in  any  way  shall  be  chargeable  to 
or  payable  out  of  capital;  and  that  (6)  until  actually 
paid,  released  or  discharged,  every  coupon  or  right  to 
interest  or  dividends  and  all  such  other  claims  and  in- 
debtedness shall  remain  subject  to  this  indenture.  The 
Trustee  shall  be  entitled  to  assume  that  any  interest  re- 
ceived by  the  Trustee  on  any  bond  or  other  obligation 
or  any  dividend  received  in  money  on  any  shares  of 
stock  is  paid  out  of  rents,  revenues,  income  or  proceeds 
of  operation,  until  the  Trustee  shall  be  notified  in  writ- 
ing to  the  contrary;  and,  in  the  absence  of  such  written 
notification,  it  shall  be  presumed,  as  between  the  Trustee 
and  the  bondholders,  that  the  Trustee  in  making  any 
payment  thereof  to  the  Telephone  Company  acted  in 
good  faith.  If  any  such  coupons  or  interest  obligations 
delivered  to  the  Telephone  Company  shall  not  forthwith 
be  paid  or  canceled,  the  Telephone  Company  shall  re- 
turn the  same  to  the  Trustee. 


— nor  to 
stock  divi- 
dends 


— nor  to 
cash  divi- 
dends on 
liquidation 


All  coupons 
and  indebt- 
edness to  be 
subject  to 
mortgage 
until  paid 


36 


Any  such 
moneys  to 
be  paid  to 
Trustee 


Application 
of  moneys 
paid  to 
Trustee 


Until 

default  Co. 
may  vote 
pledged 
stock 


— trustee  to 
give  proxies 

— limitations 
on  voting 
power 


In  case  (1)  any  sum  shall  be  paid  on  account  of  the 
principal  of  any  bonds  or  (except  as  herein  otherwise 
expressly  provided)  of  any  obligation  or  indebtedness 
subject  to  the  lien  of  this  indenture,  or  in  case  (2)  any 
sum  on  account  of  the  interest  on  any  such  bonds  or 
obligations  shall  be  paid  out  of  the  proceeds  of  any 
sale  or  condemnation  of  property  covered  by  mortgage 
or  trust  deed  securing  such  bonds,  obligations  or  in- 
debtedness, or  in  case  (3)  upon  the  dissolution  or 
liquidation  of  any  company  any  sum  shall  be  paid 
upon  any  bonds  or  any  shares  of  stock  or  any  claims 
against  or  indebtedness  of  such  company,  subject 
to  the  lien  of  this  indenture,  then,  in  any  such 
case,  any  such  sum,  unless  received  by  a trustee  under 
some  indenture  which  is  a prior  lien  thereon  upon  the 
trusts  of  such  indenture,  or  unless  applied  on  account 
of  the  purchase  price  of  property  purchased  pursuant 
to  Section  4 of  this  Article  Third,  shall  be  paid  over  to 
the  Trustee  and  by  it  shall  be  held  to  be  disposed  of  as 
provided  in  Section  3 of  Article  Eighth  hereof. 

Section  3.  While  the  Telephone  Company  shall  not 
be  in  default  as  aforesaid  it  shall  have  the  right  to  vote 
upon  all  shares  of  stock  subject  to  the  lien  of  this 
indenture,  for  all  purposes  not  inconsistent  with  the 
provisions  or  purposes  of  this  indenture,  and  from 
time  to  time  upon  demand  of  the  Telephone  Com- 
pany the  Trustee  forthwith  will  cause  to  be 
executed  and  delivered  to  the  Telephone  Company,  or 
its  nominee  or  nominees,  suitable  powers  of  attorney  or 
proxies  for  such  purpose;  provided,  however,  that  such 
voting  power  shall  not  at  any  time  be  exercised  for  the 
purpose  of  authorizing  any  increase  in  the  stock,  or,  ex- 
cept as  hereinafter  expressly  authorized,  any  lien,  secur- 
ity or  charge  to  be  created  or  imposed  upon  the  prop- 
erty or  franchises  of  any  corporation  two-thirds  or  more 
of  whose  outstanding  capital  stock  is  pledged  hereunder, 
unless  effective  provision  be  made  by  the  pledge  of  ad- 
ditional stock  so  that  the  ratio  of  the  stock  of  such  cor- 


37 


poration  pledged  hereunder  to  its  entire  outstanding 
stock  shall  not  he  decreased,  or  unless  the  bonds  or  other 
obligations  evidencing  any  such  lien,  security  or  charge, 
immediately  upon  their  creation  and  issue  shall  be  ac- 
quired by  the  Telephone  Company  and  pledged  subject 
to  all  the  terms  and  conditions  of  this  indenture,  and 
for  the  purpose  of  such  acquisition  bonds  secured  here- 
by may  be  issued  in  accordance  with  the  terms  of  Article 
Second  hereof. 

Nothing  in  this  Article  Third  contained  shall  require 
the  assignment  or  pledge  under  this  indenture,  or  pre- 
vent the  creation,  issue  or  disposition  by  any  company, 
all  or  part  of  whose  outstanding  capital  stock  may  at  the 
time  be  pledged  hereunder,  free  from  the  lien  thereon  of 
this  indenture,  of  any  of  the  following: 

(a)  any  promissory  obligations  or  other  evidences  of 
indebtedness  which  may  be  issued  in  the  current  oper- 
ation of  its  property  by  such  company ; or 

(b)  a purchase  money  mortgage  or  purchase  money 
lien  upon  any  property  which  may  hereafter  be  acquired 
by  such  company  and  which  purchase  money  mortgage 
or  lien  shall  apply  to  and  be  a charge  upon  only  such 
property  so  acquired;  or 

(c)  the  refunding,  renewal  or  extension  of  bonds  or 
other  obligations  (other  than  underlying  bonds)  of  such 
a company  at  any  time  validly  outstanding. 

So  long  as  there  shall  be  no  continuing  default  of 
the  character  hereinafter  in  Section  2 of  Article  Ninth 
specified,  the  Telephone  Company  at  any  time  and  from 
time  to  time  may  consent  to  the  refunding,  renewal  or  ex- 
tension by  any  other  company  of  any  issue  of  its  bonds 
or  obligations  (other  than  underlying  bonds)  the 
whole  or  part  of  which  shall  be  subject  to  the  lien  of 
this  indenture.  Unless  there  shall  be  such  continu- 
ing default  and  the  Trustee  shall  have  been  notified 
thereof,  the  Trustee,  if  requested  in  writing  by  the 
Telephone  Company,  shall  consent  to  any  such  refund- 


— exceptions 


— current 
obligations 


— purchase 

money 

mortgage 


Pledged 
bonds  may 
be  refunded 


38 


Refunding 
bonds  to  be 
pledged 
hereunder 


Trustee  may 
purchase  at 
sale  property 
of  corpora- 
tions whose 
securities 
are  pledged 


ing,  renewal  or  extension.  In  case  such  a default  shall 
have  occurred  and  shall  be  continuing,  the  Trustee  may, 
in  its  discretion,  consent  to  such  refunding,  renewal  or  ex- 
tension by  any  company  of  any  issue  of  its  bonds  as 
above  provided,  without  the  consent  or  request  of  the 
Telephone  Company. 

In  case  any  bonds  or  obligations  subject  to  the  lien  of 
this  indenture  shall  be  refunded,  the  refunding  bonds  or 
obligations  acquired  by  the  Telephone  Company  in  lieu 
thereof  shall  forthwith  be  pledged  subject  to  the  lien  of 
this  indenture  and  shall  be  held  in  the  same  manner  as 
those  for  which  they  are  substituted.  In  case  any  bonds 
or  obligations  subject  to  the  lien  of  this  indenture  shall 
be  so  renewed  or  extended  such  bonds  or  obligations  as 
so  renewed  or  extended  shall  continue  to  be  secured  as 
before,  and  shall  remain  subject  to  the  lien  of  this  inden- 
ture in  the  same  manner  as  theretofore. 

Section  4.  In  case  at  any  time  all  or  any  of  the  prop- 
erty of  any  corporation  all  or  part  of  whose  outstanding 
capital  stock  and/or  bonds  and/or  other  obligations  are 
pledged  hereunder  shall  be  sold  at  any  judicial  or  other 
involuntary  sale,  the  Trustee  in  its  discretion  may,  and  if 
requested  in  writing  by  the  Telephone  Company  or  by  the 
holders  of  a majority  in  amount  of  the  bonds  hereby 
secured  and  then  outstanding,  and  if  supplied  with  the 
amount  of  money  necessary  therefor,  shall  purchase  or 
cause  to  be  purchased  such  property  and  shall  use  such 
stocks,  bonds  and  other  obligations  so  far  as  may 
be  to  make  payment  for  such  property;  and  in 
case  of  such  purchase  the  Trustee  shall  take  such 
steps  as  it  may  deem  proper  to  cause  such  prop- 
erty to  be  vested  in  the  Telephone  Company  and 
become  subject  to  the  lien  hereof  or  to  be  vested 
in  some  other  corporation  organized  or  to  be  or- 
ganized, with  power  to  acquire  and  manage  such  prop- 
erty, provided  that  all  the  bonds  and  other  indebtedness 
(except  such,  if  any,  as  the  property  was  acquired  sub- 


39 


ject  to)  and  all  the  outstanding  capital  stock  thereof  (ex- 
cepting the  number  of  shares  required  to  qualify  direc- 
tors), shall  be  deposited  with  the  Trustee,  and  shall  be 
held  for  the  benefit  of  the  Telephone  Company  or  its  as- 
signs, subject  to  this  indenture. 

Section  5.  The  Trustee  at  any  time  may  and,  if  re- 
quested by  the  Telephone  Company,  shall  take  such  steps 
as  in  its  discretion  it  may  deem  advisable  to  pro- 
tect its  interests  and  the  interests  of  the  bond- 
holders in  respect  of  any  stock,  bonds,  or  other 
corporate  obligations  subject  to  the  lien  hereof, 
and  for  that  purpose  it  may  join  in  any  plan  of 
reorganization  in  respect  of  any  such  stock,  bonds 
or  other  corporate  obligations,  subject  to  the  lien 
hereof  and  may  accept  in  lieu  of  any  securities  subject 
to  the  lien  hereof,  new  securities  issued  in  exchange 
therefor  under  such  plan. 

Section  6.  The  Telephone  Company  covenants  that 
on  demand  of  the  Trustee  it  forthwith  will  pay  or  will 
satisfactorily  provide  for  all  expenditures  incurred  by 
the  Trustee  under  any  of  the  provisions  of  Sections  4 
and  5 of  this  Article,  including  all  sums  required  to  ob- 
tain and  perfect  the  ownership  and  title  to  any  property 
which  the  Trustee  shall  purchase  or  cause  to  be  pur- 
chased pursuant  to  the  provisions  thereof,  and  in  case 
the  Telephone  Company  shall  fail  so  to  do,  then  without 
impairment  of,  or  prejudice  to,  any  of  its  rights  here- 
under by  reason  of  the  default  of  the  Telephone  Com- 
pany, the  Trustee  in  its  discretion  may  advance  all  such 
expenses  and  other  moneys  required,  or  may  procure 
such  advances  to  be  made  by  others,  and  for  such  ad- 
vances made  by  the  Trustee  or  by  others,  at  its  request, 
with  interest  thereon,  the  Trustee  shall  have  a lien  prior 
to  the  lien  hereof  upon  all  the  bonds  or  stock  in  respect 
of  which  such  advances  have  been  made  and  the  pro- 
ceeds thereof  and  upon  any  property  acquired  by  means 
thereof. 


Trustee  may 
join  in  reor- 
ganization 
of  corpora- 
tion whose 
securities 
are  pledged 


Telephone 
Company 
will  pay 
Trustee’s 
expenses 
under  §§4 
and  5 


40 


Sinking 
fund  for 
Series  A 


ARTICLE  FOURTH. 

Sinking  Fund. 

Section  1.  The  Telephone  Company  covenants  that, 
as  and  for  a sinking  fund  for  the  benefit,  and  security 
of  the  bonds  of  Series  A issued  hereunder,  it  will  pay 
to  the  Trustee,  on  the  first  day  of  April,  and  on  the  first 
day  of  October  in  each  year  beginning  with  the  year 
1921,  the  sum  of  two  hundred  and  five  thousand  dollars 
($205,000).  The  moneys  so  paid  to  the  Trustee  shall 
be  applied  by  it  to  the  purchase  of  bonds  of  said  Senes 
A at  the  lowest  price  at  which  they  can  be  obtained 
readily,  but  not  exceeding  10 7y2  per  cent,  of  the  prin- 
cipal amount  thereof  and  accrued  interest.  The  Trustee 
may  advertise  publicly  for  proposals  to  sell  such  bonds 
to  the  sinking  fund  or  may  purchase  the  same  either  at 
public  or  private  sale,  as  to  it  may  seem  most  advisable. 
If  and  whenever  bonds  are  not  offered  to  the  sinking- 
fund  at  a price  not  exceeding  107 y2  per  cent,  of  the  prin- 
cipal amount  thereof  and  accrued  interest  in  amounts 
sufficient  to  exhaust  such  fund,  the  Trustee  shall  forth- 
with, and  in  any  case  on  or  before  the  interest  payment 
date  next  succeeding  the  sinking  fund  payment,  call 
such  additional  bonds  as  may  be  necessary  to  ex- 
haust such  fund.  Such  additional  bonds  shall  be  so 
called  by  lot  by  the  Trustee  on  any  date  at  107 y2  per 
cent,  of  the  principal  amount  thereof  with  accrued  inter- 
est thereon,  upon  the  notice  and  in  the  manner  provided 
in  Article  Fifth  hereof  in  respect  of  the  redemption  of 
bonds  by  the  Telephone  Company.  Each  and  every 
holder  of  the  bonds  hereby  agrees,  upon  any  such 
call  for  acquisition  of  such  bonds  for  the  sinking  fund, 
to  accept  payment  thereof  when  called  in  accordance  with 
the  terms  of  this  indenture,  and  interest  on  such  bonds 
shall  cease  after  the  date  of  call  except  as  hereinafter 
provided.  Bonds  acquired  for  the  sinking  fund  as  pro- 


41 


vided  in  this  Article  Fourth  shall  not  be  cancelled  but 
shall  be  stamped  by  the  Trustee  “Held  for  sinking  fund 
for  Series  A bonds  under  First  and  Refunding  Mortgage 
of  The  Bell  Telephone  Company  of  Pennsylvania,  dated 
October  1,  1920”;  and  the  Trustee  shall  collect,  and  the 
Telephone  Company  covenants  to  pay  to  the  Trustee,  the 
interest  from  time  to  time  maturing  on  the  bonds  held  in 
the  sinking  fund.  All  such  interest  moneys  shall  be  in- 
cluded in  the  sinking  fund  as  additional  payments  thereto 
by  the  Telephone  Company,  to  he  applied  as  in  this  Article 
Fourth  provided  in  respect  of  other  sinking  fund  moneys 
for  the  acquisition  of  Series  A bonds.  Except  for  the 
purpose  of  such  collection  of  interest  by  the  Trustee, 
bonds  held  in  the  sinking  fund  shall  not  be  deemed  out- 
standing for  any  purpose  of  this  indenture. 

Section  2.  In  the  creation  of  any  other  series  of 
bonds  hereunder  the  Telephone  Company  may  by  vote 
of  its  Board  of  Directors  establish  a sinking  fund  and 
fix  the  amount  and  other  terms  thereof.  Such  terms 
shall  be  appropriately  expressed  in  each  of  the  bonds  of 
such  series. 


ARTICLE  FIFTH. 

Redemption  of  Bonds. 

Section  1.  The  Telephone  Company  may,  at  its  op- 
tion, on  any  interest-payment  date,  redeem  all  or  any  of 
the  bonds  of  Series  A then  outstanding  hereunder,  at 
107 per  cent,  of  the  face  value  thereof,  with  accrued 
interest  thereon,  upon  sixty  days’  notice  as  hereinafter 
provided,  and  each  of  the  bonds  of  said  Series  shall 
contain  a provision  to  that  effect. 

In  the  creation  of  any  other  series  of  bonds  here- 
under the  Telephone  Company  may  reserve  the  right 
to  redeem,  before  maturity,  all  or  any  part  of 


Sinking 
funds  for 
other  series 


Redemption 
of  Series 

A 


Redemption 
provisions 
to  be  ex- 
pressed in 
bonds 


42 


Redemption 

dates 


Publication 
of  notice 


— stating 
numbers  of 
bonds  to  be 
redeemed 


Notice  to  be 
mailed  to 
holders  of 
registered 
bonds 


the  bonds  of  sncli  series  at  such  time  or  times  and  on 
such  terms  as  the  Board  of  Directors  of  the  Telephone 
Company  may  determine  and  as  shall  be  appropriately 
expressed  in  each  of  the  bonds  of  such  series,  the  day  of 
redemption  being  in  every  case  an  interest  payment  date. 

In  case  the  Telephone  Company  shall  desire  to  exer- 
cise such  right  to  redeem  and  to  pay  off  all,  or,  as  the  case 
may  be,  any  part  of  the  bonds  of  a particular  series  in 
accordance  with  the  right  reserved  so  to  do,  it  will 
publish  in  two  daily  newspapers  of  general  circulation 
published  in  the  Borough  of  Manhattan,  in  the  City  of 
New  York,  the  first  sucli  publication  to  be  at  least  sixty 
and  not  more  than  eighty  days  prior  to  the  date  fixed  for 
payment,  and  thereafter  publication  to  be  made  at  least 
once  during  each  week  until  said  redemption  date,  a no- 
tice to  the  effect  that  the  Telephone  Company  has  elected 
to  redeem  and  pay  off  all  the  bonds  of  such  seiies  or  a 
part  thereof,  as  the  case  may  be,  on  such  date,  specifying 
in  case  of  partial  redemption  the  serial  numbers  of  the 
coupon  bonds  to  be  redeemed  and  the  serial  numbers  of 
the  coupon  bonds  indorsed  on  the  registered  bonds  with- 
out coupons  to  be  redeemed,  and  in  every  case  stating  that 
on  said  date  there  will  become  due  and  payable  upon 
each  of  the  bonds  or,  in  case  of  partial  redemption,  upon 
each  coupon  bond  and  upon  each  registered  bond  with- 
out coupons  or  portion  thereof,  so  to  be  redeemed,  at  the 
office  or  agency  of  the  Telephone  Company  at  which  the 
principal  of  the  bonds  is  payable,  the  principal  thereof 
with  such  premium,  if  any,  as  is  specified  in  such  bonds, 
together  with  the  accrued  interest  to  such  date,  and  that 
from  and  after  said  date  interest  thereon  will  cease  to 
accrue.  Similar  notice  shall  be  sent  by  the  Telephone 
Company  through  the  mails,  postage  prepaid,  at  least 
sixty  and  not  more  than  eighty  days  prior  to  such  re- 
demption date,  to  the  holders  of  registered  bonds  with- 
out coupons  and  to  the  registered  holders  of  coupon 
bonds  so  to  be  redeemed  to  the  addresses  that  shall 
appear  upon  the  transfer  register.-  In  case  the  Tele- 


43 


phone  Company  shall  have  elected  to  redeem  and  pay 
off  less  than  all  the  outstanding-  bonds  of  any  series  it 
shall,  in  each  such  instance,  at  least  ten  days  before 
the  date  upon  which  the  first  publication  of  the  notice 
of  redemption  hereinbefore  mentioned  is  required  to 
be  made,  notify  in  writing  the  Trustee  of  its  said  elec- 
tion and  of  the  aggregate  principal  amount  of  bonds 
of  such  series  to  be  redeemed,  and  thereupon  the  Trus- 
tee shall  draw  by  lot,  in  any  manner  by  it  deemed 
proper,  from  the  serial  numbers  of  coupon  bonds  of 
said  series  outstanding  and  the  serial  numbers  of 
coupon  bonds  indorsed  upon  registered  bonds  without 
coupons  of  said  series  outstanding,  the  distinguishing 
numbers  of  an  amount  of  bonds  of  such  series  equal  to 
such  aggregate  principal  amount,  and  shall  within  five 
days  after  receiving  the  notice  aforesaid  notify  the  Tele- 
phone Company  in  writing  what  bonds  shall  have  been 
so  drawn.  If  any  numbers  so  drawn  shall  be  the  num- 
bers of  coupon  bonds  indorsed  on  outstanding  registered 
bonds  without  coupons,  the  notice  of  redemption  herein- 
before mentioned  shall  specify  the  respective  numbers  of 
such  registered  bonds  as  well  as  the  serial  numbers  of  the 
coupon  bonds  so  drawn,  and  in  the  case  of  any  registered 
bonds  without  coupons  which  are  to  be  redeemed  in  part 
only  (by  reason  of  the  fact  that  the  serial  numbers  of 
all  of  the  coupon  bonds  indorsed  on  such  registered 
bonds  shall  not  have  been  drawn),  said  notice  shall 
specify  the  respective  portions  of  the  principal  amount 
thereof  to  be  redeemed,  and  state  that  upon  presentation 
of  such  registered  bonds  for  redemption  new  bonds  of 
the  same  series  of  an  aggregate  principal  amount  equal 
to  the  unredeemed  portions  of  such  registered  bonds 
will  be  issued  in  lieu  thereof.  In  case,  there  shall 
have  been  drawn  for  redemption  as  aforesaid  one 
or  more  but  less  than  all  of  the  coupon  bonds  with  serial 
numbers  indorsed  upon  a registered  bond  without  cou- 
pons, the  Telephone  Company  shall  execute  and  the 
Trustee  shall  authenticate  and  deliver  to  the  registered 


Bonds 
drawn  by 
lot  if  only 
part  of  a 
series 
redeemed 


Holder  of 
bond 
without 
coupons  to 
receive  a 


44 


new  bond 
for  the 
amount 
unredeemed 


No  interest 
to  accrue 
after  re- 
demption 
date 


Trust  to 
terminate 
on  deposit 
of  cash 
necessary  to 
redeem  all 
bonds 


holder  thereof  or  on  his  order  and  at  the  expense  of  the 
Telephone  Company,  a new  bond  or  new  bonds  for  the 
amount  of  the  surrendered  registered  bond  less  the 
principal  amount  paid  on  surrender  and  partial  pay- 
ment of  the  bond  so  partially  redeemed. 

From  and  after  the  redemption  date  specified  in  the 
notice  above  provided  for  (unless  the  Telephone  Com- 
pany shall  fail  to  pay  upon  demand  the  bonds  to  be  re- 
deemed as  herein  provided)  no  further  interest  shall 
accrue  upon  any  of  the  bonds  so  to  be  redeemed  (or,  in 
the  case  of  registered  bonds,  only  a portion  of  the  face 
amount  of  which  is  to  be  redeemed,  on  such  portion 
thereof),  and  anything  in  said  bonds  or  in  such  coupons 
or  in  this  indenture  to  the  contrary  notwithstanding,  any 
coupons  for  interest  pertaining  to  any  such  bonds  and 
maturing  after  said  date  shall  become  and  be  null  and 
void. 


Section  2.  On  the  deposit  with  the  Trustee  of  the 
amount  necessary  so  to  redeem  all  the  outstanding 
bonds  secured  by  this  indenture  (if  they  shall  be  re- 
deemable and  shall  all  have  been  duly  called  for  re- 
demption) together  with  proof  by  affidavit  that  said  no- 
tice or  notices  of  redemption  have  been  given  as  herein- 
before provided  for,  and  on  payment  to  the  Trustee  of 
all  its  costs,  charges  and  expenses  in  relation  thereto  or 
otherwise  under  this  indenture,  the  Trustee  shall  can- 
cel and  satisfy  this  indenture  and  cause  the  same,  at  the 
expense  of  the  Telephone  Company,  to  be  discharged  of 
record,  and  shall  assign  or  cause  to  be  assigned  and  shall 
deliver  to  the  Telephone  Company  or  upon  its  order  all 
securities  and  moneys  then  held  by  the  Trustee  under 
the  provisions  hereof  other  than  the  moneys  deposited 
under  this  Section  2 of  Article  Fifth.  The  moneys  so 
deposited  with  the  Trustee  shall  be  applied  by  it  to  the 
payment  of  the  bonds  issued  under  this  indenture  at  the 
redemption  rate  or  rates  with  accrued  interest  to  the 
interest  day  or  days  designated  for  redemption. 


45 


Section  3.  All  bonds  redeemed  and  paid  under  this 
Article  Fifth  shall  be  cancelled  and,  on  demand,  sur- 
rendered to  the  Telephone  Company. 


ARTICLE  SIXTH. 

Particular  Covenants  of  the  Telephone  Company. 

The  Telephone  Company  hereby  covenants  and  agrees 
as  hereinafter  in  this  Article  set  forth : 

Section  1.  That  it  will  duly  and  punctually  pay  the 
principal  and  interest  of  every  bond  authenticated  and 
delivered  by  the  Trustee  under  this  indenture,  at  the 
dates,  place  and  in  the  manner  mentioned  in  such  bonds 
or  any  coupons  thereto  belonging,  according  to  the  true 
intent  and  meaning  thereof.  The  interest  on  the  coupon 
bonds  until  maturity  shall  be  payable  only  upon  the  pre- 
sentation and  surrender  of  the  several  coupons  for  such 
interest  as  they  respectively  mature,  and  when  paid,  such 
coupons  shall  forthwith  be  cancelled.  The  interest  on 
the  registered  bonds  without  coupons  shall  be  payable 
only  to  the  registered  holders  thereof. 

That  it  will  not  directly  or  indirectly,  extend,  or  as- 
sent to  the  extension  of,  the  time  for  payment  of  any 
coupon  or  claim  for  interest  on  any  bond  secured  here- 
by, and  that  it  will  not,  directly  or  indirectly,  be  a party 
to  any  arrangement  therefor  by  purchasing  or  funding- 
said  coupons  or  claims  for  interest  or  in  any  other 
manner. 

Section  2.  That  at  all  times,  until  the  payment  of 
the  bonds  issued  hereunder,  it  will  cause  an  office  or 
agency  to  be  maintained  by  it  in  the  Borough  of  Man- 
hattan, City  of  New  York,  where  the  bonds  and  coupons 
may  be  presented  for  payment,  and  notices  and  demands 
in  respect  of  the  bonds  and  coupons  under  this  indenture 
may  be  served,  and  will,  by  written  notice,  designate 


Redeemed 
bonds  to  be 
cancelled 


Covenant,  to 
pay  principal 
and  interest 


Covenant 
not  to  ex- 
tend or 
refund 
coupons 


Covenant 
to  keep 
Manhattan 
office 


Covenant  to 
give  further 
assurances 


Covenant 
as  to 
title 


such  office  or  agency  to  the  Trustee.  In  default  of  any 
such  office  or  agency,  presentation  for  payment  may  be 
made  and  notice  and  demand  served  at  the  principal  office 
in  said  Borough  of  Manhattan  of  the  Trustee  or  any  suc- 
cessor to  it  in  the  trust. 

Section  3.  The  Telephone  Company  will,  within  thirty 
days  after  the  execution  of  this  indenture,  execute  and 
deliver  to  the  Trustee  an  instrument  or  instruments  sup- 
plemental hereto  conveying  to  the  Trustee  upon  the  trusts 
and  conditions  hereby  created  all  the  real  estate  hereby 
mortgaged,  or  intended  to  be,  by  appropriate  and  detailed 
description.  At  any  and  all  times  it  will  do,  execute, 
acknowledge  and  deliver,  or  will  cause  to  be  done,  exe- 
cuted, acknowledged  and  delivered  by  any  other  corpora- 
tion or  person  obligated  to  the  Telephone  Company  so 
to  do,  all  and  every  such  further  acts,  deeds,  conveyances, 
mortgages  and  transfers  and  assurances  as  the  Trustee 
shall  reasonably  require  for  the  better  assuring,  convey- 
ing, mortgaging,  assigning  and  confirming  unto  the  Trus- 
tee all  and  singular  the  hereditaments,  the  premises,  es- 
tates and  property  hereby  conveyed  or  assigned,  or  in- 
tended so  to  be,  or  which  the  Telephone  Company  may 
hereafter  become  bound  to  convey,  or  assign  to  the 
Trustee. 

Section  4.  That  it  has  good  title  to  and  is  possessed 
of  the  lands  and  other  property  described  in  the  granting 
clauses  hereof  and  thereby  granted,  and  the  Telephone 
Company  will  warrant  and  defend  the  title  to  said  lands 
and  other  property  as  well  as  to  any  lands  and  other 
property  hereafter  made  subject  to  the  lien  of  this  inden- 
ture, to  the  Trustee,  its  successors  in  the  trust  and  its  and 
their  assigns  for  the  benefit  of  the  holders  of  bonds  issued 
hereunder  against  claims  and  demands  of  all  persons 
whomsoever;  subject,  however,  in  so  far  as  affected 
thereby,  to  the  lien  described  or  referred  to  in  the  grant- 
ing clauses  hereof  and  in  the  case  of  any  such  lands  and 
other  property  hereafter  subjected  to  the  lien  of  this  in- 


47 


denture  to  the  liens  and  incumbrances  thereon,  if  any,  at 
the  time  they  shall  become  subject  to  the  lien  of  this  in- 
denture. 

Section  5.  That  it  will  not  voluntarily  create,  or 
suffer  to  be  created,  any  debt,  lien  or  charge  having  pri- 
ority to  the  lien  of  this  indenture,  upon  the  trust  estate, 
but  it  shall  not  be  required  to  pay  any  such  debt,  lien  or 
charge  so  long  as  it  shall,  in  good  faith  and  by  appropri- 
ate proceedings,  contest  the  validity  thereof,  unless 
thereby,  in  the  judgment  of  the  Trustee,  the  security  af- 
forded by  this  indenture  will  be  materially  endangered. 
That  it  will  not  increase  the  outstanding  issue  of  bonds 
under  any  underlying  mortgage,  now  or  hereafter  a lien 
upon  the  mortgaged  premises  or  any  part  thereof.  That 
it  will  not  extend  or  consent  to  the  extension  of  the  time 
of  payment  of  the  principal  of  any  bonds  secured  by  any 
such  underlying  mortgage,  and  before  or  at  the  maturity 
thereof  will  pay  or  cause  to  be  paid  the  principal  of,  or 
will  acquire  and  pledge  hereunder,  all  such  bonds  and, 
until  paid  or  discharged  at  maturity,  or  otherwise,  will, 
except  as  provided  in  paragraph  (3)  of  Section  4 of 
Article  Second  hereof,  pay  the  interest  thereon  or  cause 
it  to  be  paid  at  the  times  and  at  the  place  or  places 
therein,  or  in  the  coupons  attached  thereto  set  forth. 

Section  G.  That  it  will  from  time  to  time  pay  or 
cause  to  be  paid,  in  respect  of  the  bonds  of  Series  “A”, 
any  and  all  taxes  imposed  by  the  Commonwealth  of  Penn- 
sylvania upon  any  such  bond  or  upon  the  holder  as  a 
resident  thereof,  not  in  excess  of  four  mills  per  annum 
on  each  dollar  of  the  principal  amount  of  such  bonds, 
and  also  all  taxes  and  assessments  lawfully  levied  or 
assessed  upon  the  property  and  franchises  hereby  mort- 
gaged or  pledged  or  intended  so  to  be  or  upon  any  part 
thereof,  and  upon  all  other  property,  income  and  profits 
of  the  Telephone  Company,  when  the  same  shall  become 
lawfully  due  and  payable,  and  will  not  suffer  any  mechan- 


Covenant 
not  to  create 
prior  liens 


— not  to 
issue  more 
underlying 
bonds 


— not  to 
extend 
underlying 
bonds 


— to  pay 
interest 
thereon 
when  due 


Covenant  to 
pay  taxes, 
etc. 


48 


ics’,  laborers’,  statutory  or  other  similar  liens  to  remain 
outstanding-  upon  the  mortgaged  premises  and  pledged 
property,  or  any  part  thereof,  the  lien  whereof  might  or 
could  be  held  to  be  prior  to  the  lien  of  this  indenture ; and 
if  any  corporation  at  any  time  while  two-thirds  or  more 
of  its  capital  stock  shall  be  subject  to  this  indenture  shall 
fail  to  pay  all  such  taxes  and  assessments  lawfully  im- 
posed upon  the  property  of  such  corporation  or  upon  the 
income  and  profits  thereof,  then  the  Telephone  Company 
itself  will  pay  the  same  or  make  adequate  provision  for 
the  satisfaction  and  discharge  thereof ; provided  how- 
ever, that  the  Telephone  Company  or  any  such  corpora- 
tion shall  have  the  right  to  contest  by  legal  proceedings 
any  taxes,  assessments  or  liens  not  hereby  created  and 
pending  such  contest  may  delay  or  defer  the  payment 
thereof. 


Covenant 
not  to  per- 
mit lien 
hereof  to  be 
impaired 


— to  keep 
mortgaged 
property  in 
good  order 


— to  make 
renewals 


Section  7.  That  it  will  not,  except  as  herein  allowed, 
do  or  suffer  to  be  done  any  act  or  thing  whereby  the  lien 
hereof  might  or  could  be  impaired  and  that  it  will  at  all 
times  maintain,  preserve  and  keep  the  mortgaged  prem- 
ises and  every  part  thereof,  with  the  fixtures  and  appur- 
tenances thereof,  in  thorough  repair,  working  order  and 
condition ; and  that  it  will  from  time  to  time  make  all 
needful  and  proper  repairs,  renewals,  replacements,  ad- 
ditions, betterments  and  improvements,  so  that  the  oper- 
ations and  business  thereof  and  every  part  thereof  shall 
at  all  times  be  conducted  with  safety  and  expedition ; and 
whenever  any  portion  of  the  mortgaged  premises  or  said 
fixtures  or  appurtenances  shall  be  worn  out  or  destroyed 
or  shall  have  become  obsolete,  inefficient  or  otherwise  un- 
fit for  use  it  will  procure  substitutes  of  at  least  equal 
value  and  capacity  so  that  at  all  times  the  value  and  ca- 
pacity of  said  mortgaged  premises  and  the  fixtures  and 
appurtenances  thereof  shall  be  fully  kept  up ; and  at  all 
times  it  will  set  apart,  use  and  apply  for  that  purpose 
so  much  of  the  revenue  of  the  property  mortgaged  as 
may  be  required  for  such  maintenance. 


49 


Section  8.  That  it  will  at  all  times  keep  such  parts 
of  the  said  mortgaged  premises  or  property  as  are  lia- 
ble to  be  destroyed  or  injured  by  fire  insured  against  loss 
or  damage  to  the  extent  that  such  property  is  usually 
insured,  or  in  lieu  of  or  supplementing  such  insurance, 
it  will  adopt  such  other  plan  or  method  of  protection 
against  loss  or  damage  by  fire,  whether  by  the  establish- 
ment of  an  insurance  fund  or  otherwise,  as  may  be  de- 
termined by  the  Board  of  Directors  of  the  Telephone 
Company.  The  proceeds  of  any  such  insurance,  if  ex- 
ceeding in  any  case  of  loss  the  amount  of  $25,000,  shall, 
if  not  required  to  be  deposited  with  the  Trustee  under 
any  mortgage  to  which  said  property  may  be  subject 
prior  to  the  lien  of  this  indenture,  be  paid  to  the  Trustee 
which  shall,  at  the  request  of  the  Telephone  Company 
and  under  its  direction,  pay  over  the  same  to  the  Tele- 
phone Company  from  time  to  time  for  any  of  the  pur- 
poses and  in  the  manner  in  Section  3 of  Article  Eighth 
hereof  set  forth. 

Section  9.  That  it  will  keep  full  and  complete  rec- 
ords and  accounts  showing  the  sale  of  each  series  of 
bonds  issued  hereunder,  and  the  price  or  prices  received 
therefor,  and  the  several  purposes  for  which  the  pro- 
ceeds thereof  were  expended,  and  the  amounts  of  such 
several  expenditures.  Such  records  and  accounts  shall 
be  open  at  all  times  to  the  inspection  of  the  Trustee. 

Section  10.  That  it  will  not  issue,  negotiate,  sell  or 
dispose  of  any  bonds  hereby  secured  in  any  manner  other 
than  in  accordance  with  the  provisions  of  this  indenture 
and  the  agreements  in  that  behalf  herein  contained,  and 
in  issuing,  selling,  negotiating  or  otherwise  disposing  of 
such  bonds,  from  time  to  time,  it  will  well  and  truly  apply 
the  same  or  the  proceeds  thereof,  or  will  cause  the  same 
to  be  applied,  to  and  for  the  purposes  herein  prescribed 
and  to  and  for  no  other  or  different  purposes. 


Covenant  to 
insure  prop- 
erty or 
adopt  other 
method  of 
protection 


— to  pay 
proceeds  to 
Trustee 


Covenant  to 
keep  records 
of  sales,  etc. 
of  bonds 


Covenant 
not  to  issue 
bonds 
except  in 
accordance 
with 

mortgage 


50 


Covenant 
to  pay 
fees,  etc. 


Consolida- 
tion etc.  not 
prohibited 


— provided 
successor 
assumes 
payment  of 
bonds 


Section  11.  That  it  will  pay  any  mortgage  recording 
tax  legally  due  upon  the  recording  hereof  and  will  fur- 
ther record  every  indenture  supplemental  hereto, 
which  may  be  recorded  as  a mortgage  of  real  or  per- 
sonal property,  and  will  comply  with  the  requirements  of 
any  and  every  mortgage  recording  tax  law  or  similar  law 
affecting  the  due  recording  of  this  indenture  or  any  in- 
denture supplemental  hereto,  and  will  do  whatever  else 
may  be  necessary  in  order  to  perfect  and  continue  the 
lien  of  this  indenture  upon  the  mortgaged  premises. 


ARTICLE  SEVENTH. 

Consolidation,  Merger  and  Purchase. 

Section  1.  Nothing  contained  in  this  indenture  shall 
prevent  any  consolidation  or  merger  of  the  Telephone 
Company  with  or  into  any  other  corporation  or  corpora- 
tions, or  any  conveyance,  or  transfer,  or  lease,  subject 
to  the  continuing  lien  of  this  indenture,  of  all,  or 
any  part,  of  the  mortgaged  property  to  any  corporation 
lawfully  entitled  to  acquire  or  lease  and  operate  the 
same;  provided,  however,  that  such  consolidation,  mer- 
ger, conveyance,  transfer  or  lease  shall  be  upon  such 
terms  as  fully  to  preserve  and  in  no  respect  to  impair 
the  lien  and  security  of  this  indenture,  or  any  of  the 
rights  or  powers  of  the  Trustee  or  of  the  bondholders 
hereunder;  and  provided,  further,  that  any  such  lease 
shall  be  made  expressly  subject  to  immediate  termina- 
tion by  the  Telephone  Company  or  by  the  Trustee  at  any 
time  during  the  continuation  of  a default  hereunder,  and 
also  by  the  purchaser  of  the  property  so  leased  at  any 
sale  thereof,  whether  such  sale  be  made  under  the  power 
of  sale  hereby  conferred  or  under  judicial  proceedings ; 
and  provided,  further,  that  upon  any  such  consolidation, 
merger,  conveyance  or  transfer  the  due  and  punctual 
payment  of  the  principal  and  interest  of  all  of  said  bonds 
according  to  their  tenor,  and  the  due  and  punctual  per- 


51 


formance  and  observance  of  all  of  the  covenants  and  con- 
ditions of  this  indenture  to  be  kept  or  performed  by  the 
Telephone  Company,  shall  be  expressly  assumed  by  the 
corporation  formed  by  any  such  consolidation  or  into 
which  such  merger  shall  have  been  made,  or  acquiring 
by  conveyance  or  transfer  all  the  property  subject  to  this 
indenture. 

Section  2.  In  case  the  Telephone  Company,  pursu- 
ant to  Section  1 of  this  Article,  shall  be  consolidated  with 
or  merged  into  any  other  corporation,  or  shall  convey 
or  transfer,  subject  to  the  lien  of  this  indenture,  all  the 
mortgaged  property  as  an  entirety,  the  successor  cor- 
poration formed  by  such  consolidation  or  into  which  the 
Telephone  Company  shall  have  been  merged,  or  which 
shall  have  received  a conveyance  or  transfer  as  afore- 
said, and  any  successor  to  such  consolidated  or  merging 
corporation  whether  by  successive  consolidations,  merg- 
ers or  otherwise,  upon  executing  and  causing  to  be  re- 
corded an  indenture  with  the  Trustee  satisfactory  to 
the  Trustee,  whereby  said  successor  corporation  shall 
assume  and  agree  to  pay,  duly  and  punctually,  the  prin- 
cipal and  interest  of  the  bonds  hereby  secured  in  accord- 
ance with  the  provisions  of  said  bonds  and  coupons  and 
this  indenture,  and  shall  agree  to  perform  and  fulfill  all 
the  covenants  and  conditions  of  this  indenture  binding 
upon  the  Telephone  Company,  shall  succeed  to  and  be  sub- 
stituted for  the  Telephone  Company,  with  the  same  effect 
as  if  it  had  been  named  herein  as  the  mortgagor  com- 
pany; and  such  successor  corporation  thereupon  may 
cause  to  be  signed,  issued  and  delivered  in  its  own  name 
any  or  all  of  such  bonds  which  shall  not  theretofore  have 
been  signed  by  the  Telephone  Company  and  authenti- 
cated by  the  Trustee,  and  upon  the  order  of  such  succes- 
sor corporation  in  lieu  of  the  Telephone  Company,  and 
subject  to  all  the  terms,  conditions  and  limitations  in  this 
indenture  prescribed,  the  Trustee  shall  authenticate  and 
deliver  any  of  such  bonds  which  shall  have  been  previ- 
ously signed  and  delivered  by  the  Telephone  Company 


Successor, 
upon  exe- 
cuting an 
indenture 


—may  issue 
bonds  here- 
under 


Appropriate 
changes  in 
phraseology 
of  bonds  to 
be  made 


Trustee  inay 
rely  on 
opinion  of 
counsel 


Consolida- 
tion, etc.,  of 
company 
whose  stock 
is  pledged 


to  the  Trustee  for  authentication,  and  any  of  such  bonds 
which  such  successor  corporation  shall  thereafter,  in  ac- 
cordance with  the  provisions  of  this  indenture,  cause  to 
be  signed  and  delivered  to  the  Trustee  for  such  purpose. 
All  the  bonds  so  issued  shall  in  all  respects  have  the  same 
legal  right  and  security  as  the  bonds  theretofore  or 
thereafter  issued  in  accordance  with  the  terms  of  this 
indenture  as  though  all  of  said  bonds  had  been  issued 
at  the  date  of  the  execution  hereof.  In  case  of  such  con- 
solidation or  merger  or  conveyance  and  transfer  such 
changes  in  phraseology  and  form  (but  not  in  substance) 
may  be  made  in  the  bonds  hereby  secured,  thereafter 
to  be  issued,  as  consequent  upon  such  consolidation  or 
merger,  or  conveyance  and  transfer,  may  be  appropriate. 

The  Trustee  may  receive  the  opinion  of  any  counsel 
selected  by  it  (who  may  be  the  counsel  of  the  Telephone 
Company)  as  conclusive  evidence  that  any  such  inden- 
ture complies  with  the  foregoing  conditions  and  provi- 
sions of  this  Section. 

Section  3.  Any  corporation,  all  or  any  part  of  whose 
outstanding  capital  stock  is  pledged  hereunder,  may  be 
consolidated  or  merged  with,  or  all  or  any  part  of  the 
property  of  any  such  corporation  may  be  sold  or  con- 
veyed to,  the  Telephone  Company  or  any  other 
corporation,  provided,  however,  that  in  case  of  the 
consolidation  or  merger  with  or  sale  and  conveyance 
to  any  other  corporation  than  the  Telephone  Company, 
there  shall  continue  to  be  or  shall  be  made  subject  to  the 
lien  of  this  indenture,  all  stock  issued  in  respect  of  the 
previously  pledged  stock;  and  provided  further  that,  in 
case  more  than  a majority  of  the  outstanding  capital 
stock  of  any  such  corporation  is  pledged  under  the  lien 
of  this  indenture,  upon  any  such  merger,  consolidation, 
sale  or  conveyance,  a majority  or  more  of  the  outstand- 
ing capital  stock  of  such  other  corporation  resulting  from 
such  merger  or  consolidation  or  to  which  such  sale  or 
conveyance  shall  be  made,  shall  simultaneously  be 
pledged  under  the  lien  of  this  indenture. 


In  case  of  the  consolidation  of  the  Telephone  Com- 
pany with  or  the  merger  into  it  of  a corporation,  any  of 
the  capital  stock  of  which  shall  he  pledged  under  this 
indenture,  or  in  case  of  the  conveyance  and  transfer  to 
the  Telephone  Company  of  all  of  the  property  of  such 
corporation,  and  by  such  merger,  consolidation,  convey- 
ance or  transfer  the  property  of  such  corporation  is  made 
subject  to  the  lien  of  this  indenture,  the  lien  of  this  in- 
denture upon  such  stock  shall  terminate  upon  such  con- 
solidation or  merger,  or  conveyance  or  transfer  becom- 
ing effective,  and  any  such  capital  stock,  if  then  in  the 
possession  of  the  Trustee,  shall  be  surrendered  by  it  to 
the  Telephone  Company  or  . to  the  successor  corporation, 
upon  the  delivery  to  the  Trustee  of  an  opinion  of  coun- 
sel satisfactory  to  it  (who  may  be  counsel  for  the  Tele- 
phone Company)  that  the  property  of  such  corporation 
acquired  by  the  Telephone  Company  by  such  merger, 
consolidation,  conveyance  or  transfer  has  become  sub- 
ject to  the  lien  of  this  indenture. 

In  case  of  the  consolidation  of  the  Telephone  Com- 
pany with  or  the  merger  into  it  of  a corporation,  any  of 
the  bonds  or  other  evidences  of  indebtedness  of  which 
shall  be  pledged  under  this  indenture,  or  in  case  of  the 
conveyance  and  transfer  to  the  Telephone  Company  of 
all  of  the  property  of  such  a corporation,  the  lien  of  this 
indenture  thereon  shall  terminate  upon  such  consolida- 
tion or  merger  or  conveyance  and  transfer  becoming  ef- 
fective, and  such  bonds  or  other  evidences  of  indebted- 
edness,  if  then  in  the  possession  of  the  Trustee,  shall  be 
surrendered  by  it  to  the  Telephone  Company  or  to  the 
successor  corporation;  provided,  however,  that  such  lien 
shall  not  terminate,  and  such  bonds  or  other  evidences 
of  indebtedness  shall  not  be  surrendered,  unless  or  until 
the  property  of  the  corporation  so  consolidated  with  or 
merged  into  the  Telephone  Company  or  so  conveyed  and 
transferred  to  it  shall  have  been  subjected  to  the  lien  of 
this  indenture,  nor  unless  or  until  there  are  no  outstand- 
ing bonds  or  other  indebtedness  secured  by  lien  upon  said 
property  which  lien  is  junior  to  the  lien  securing  such 


— if  with 
Telephone 
Company, 
stock  to  be 
surrendered 
by  Trustee 


—also  the 
bonds  of 
such 

company 


54 


bonds  or  other  evidences  of  indebtedness  held  by  the 
Trustee,  and  prior  to  the  lien  of  this  indenture. 


Term 

“Telephone 
Company” 
includes  any 
successor 


Section  4.  For  every  purpose  of  this  indenture,  in- 
cluding- the  execution,  issue  and  use  of  any  and  all  bonds 
hereby  secured,  the  term  “Telephone  Company”  in- 
cludes and  means  not  only  the  party  of  the  first  part 
hereto  but  also  any  successor  corporation. 


ARTICLE  EIGHTH. 


Concerning  the  Property  Mortgaged. 


Telephone 
Company  to 
possess  and 
operate 
mortgaged 
property 
until 
default 


Section  1.  Until  default  shall  be  made  by  the  Tele- 
phone Company  in  the  payment  of  the  principal  of  or 
the  interest  upon  the  bonds  issued  hereunder,  or  any  of 
them  or  some  part  thereof,  according  to  the  tenor  and 
effect  thereof;  or  until  default  shall  be  made  in  respect 
of  some  other  act  or  thing  in  said  bonds  or  herein  re- 
quired to  be  done,  the  Telephone  Company  shall  be  en- 
titled to  possess,  manage,  operate,  use  and  enjoy,  and  be 
suffered  and  permitted  to  remain  in  the  actual  and  un- 
disturbed possession  of  all  and  singular  the  property 
hereby  mortgaged  (other  than  bonds,  certificates  of 
stock,  cash  and  other  indebtedness  pledged  or  to  be 
pledged  hereunder  with  the  Trustee),  and  to  receive,  take 
and  use  the  rents,  income  and  profits  thereof  as  if  this 
indenture  had  not  been  made,  with  power  in  the  ordinary 
course  of  business  to  use  and  consume  the  supplies  and 
deal  with  the  contracts  and  choses  in  action,  and  to  alter, 
repair,  change  and  add  to  its  buildings,  structures  and 
any  or  all  of  its  plant  and  equipment,  and  the  appliances 
appertaining  to  or  used  in  connection  with  its  telephone 
system,  constructed  or  owned  or  hereafter  constructed 
or  acquired  by  the  Telephone  Company,  and  conveyed  or 
intended  to  be  conveyed  hereby  to  the  Trustee. 


Section  2.  As  long  as  the  Telephone  Company  shall 
remain  in  possession  of  the  mortgaged  premises  and 
there  shall  be  no  continuing  default  under  this  mortgage, 
it  may  alter,  remove,  sell,  exchange  or  otherwise  dispose 
of  such  materials,  appliances,  instruments  and  other 
movable  property  as  may  become  worn  out  or  no  longer 
be  necessary  or  profitable  for  the  use  of  the  Telephone 
Company;  provided  it  shall  immediately  renew  the  same 
or  substitute  other  property  therefor  which  in  its  judg- 
ment may  be  of  the  same  or  greater  utility  or  value,  so 
that  such  alteration,  removal  or  disposition  will  not  im- 
pair the  security  of  the  bonds  issued  hereunder;  and  it 
may  also  alter  or  remove  any  improvements,  buildings 
or  other  structures  upon  or  under  the  surface  of  any 
lands,  tenements  or  hereditaments  constituting  a part  of 
the  mortgaged  premises,  if  such  alteration  or  removal 
will,  in  its  opinion,  enable  it  to  use  its  property  to  better 
advantage  in  the  judicious  and  most  profitable  opera- 
tion and  management  of  its  business ; and  the  Telephone 
Company  covenants  that  it  will  keep  its  system  and  prop- 
erty up  to  as  high  efficiency  for  practical  and  profitable 
operation  in  every  respect  as  before  such  alteration  or 
removal. 

As  long  as  the  Telephone  Company  shall  remain  in 
possession  of  the  mortgaged  premises  and  there  shall  be 
no  continuing  default  under  this  mortgage,  the  Telephone 
Company  may  without  any  release  by  the  Trustee  sell, 
free  from  the  lien  of  this  indenture  any  physical  real  or 
personal  property  of  any  kind  whatsoever,  constituting 
a part  of  the  mortgaged  premises,  which  shall  no  longer 
be  necessary  or  profitable  for  the  use  of  the  Telephone 
Company;  provided  that  the  total  amount  of  the  prop- 
erty which  may  be  disposed  of  under  the  provisions  of 
this  paragraph  during  any  calendar  year  shall  not  ex- 
ceed in  value  $200,000;  and  provided  further  that  any 
money  realized  from  the  sale  of  any  such  property  shall 
be  forthwith  reinvested  in  property  such  as  will  upon  its 
acquisition  become  subject  to  the  lien  of  this  mortgage. 


Disposal, 
etc.,  of 
mortgaged 
property 


Releases  of 
real  estate 


56 


Section  3.  As  long  as  the  Telephone  Company  shall 
remain  in  possession  of  the  mortgaged  premises  and 
there  shall  be  no  continuing  default  under  this  mortgage, 
the  Trustee  shall,  upon  request  of  the  Telephone  Com- 
pany, evidenced  by  a certified  copy  of  a resolution  of  its 
Board  of  Directors,  convey  by  a release  or  otherwise  to 
any  person  or  corporation  designated  by  the  Telephone 
( Company  in  such  resolution,  such  lands,  tenements  and 
hereditaments  as  in  the  judgment  of  the  Telephone  Com- 
pany, as  determined  by  said  resolution,  shall  no  longer 
be  necessary,  useful  or  profitable  in  the  operation  and 
maintenance  of  the  telephone  system  and  business  of  the 
Telephone  Company;  provided  that  in  each  such  case 
other  lands,  tenements  or  hereditaments  of  equal  or 
greater  value,  in  the  judgment  of  the  Telephone  Com- 
pany as  determined  by  said  resolution,  be  substituted  for 
the  property  released  and  be  subjected  to  the  lien  of  this 
mortgage,  so  that  such  release  will  not  injure  the  secur- 
ity provided  by  this  mortgage.  Nevertheless,  instead  of 
substituting  other  property  for  the  property  so  released, 
the  Telephone  Company  may  sell  the  same  for  cash,  or 
partly  for  cash  and  partly  on  time,  the  deferred  pay- 
ments to  be  secured  by  a first  lien  on  the  property  sold. 
But  such  proceeds  of  sale  shall  be  paid  and  delivered  to 
the  Trustee  and  shall  be  held  by  it  as  a part  of  the  se- 
curity provided  by  this  mortgage.  Such  proceeds  shall, 
upon  request  of  the  Telephone  Company  evidenced  by 
a certified  copy  of  a resolution  of  its  Board  of  Directors, 
be  paid  out  by  the  Trustee  only  for  the  actual  cash  cost  of 
additions  to,  or  extensions  of,  or  betterments  and  im- 
provements of  the  telephone  plant  and  system  hereby 
mortgaged,  upon  a certificate  or  certificates  to  he  fur- 
nished to  the  Trustee  setting  forth  the  facts  referred  to 
in  clauses  (a)  to  (e),  both  inclusive,  of  paragraph  (4) 
of  Section  5 of  Article  Second  hereof,  and  where  real 
estate  is  acquired,  an  opinion  of  counsel  as  required  in 
connection  with  the  acquisition  of  real  estate  as  provided 
in  said  paragraph;  provided  that  the  basis  for  payment 


57 


shall  be  the  full  amount  of  such  cost  instead  of  only 
seventy-five  per  cent,  thereof.  If  the  Telephone  Com- 
pany shall  not  within  one  year  after  the  receipt  of 
the  cash  proceeds  of  any  such  sale,  request  the  Trus- 
tee to  apply  the  same  as  above  authorized,  the  Trus- 
tee may  invest  such  cash  proceeds,  or  any  part  thereof, 
in  the  purchase,  on  the  best  terms  obtainable,  but  not  ex- 
ceeding the  redemption  price,  of  outstanding  bonds  of 
any  series  hereby  secured,  and  upon  such  purchase  shall 
cancel  such  bonds  and  all  coupons  thereto  attached  and 
deliver  them  to  the  Telephone  Company,  or  may  so  in- 
vest such  cash  proceeds,  or  any  part  thereof,  in  other 
first  mortgage  bonds  approved  by  the  Telephone  Com- 
pany, and  shall  hold  such  bonds  so  purchased,  subject  to 
be  sold  with  the  consent  of  the  Telephone  Company  from 
time  to  time  and  their  proceeds  reinvested  as  aforesaid. 

Any  income  collected  on  such  bonds  so  purchased  shall 
from  time  to  time,  as  long  as  there  shall  be  no  default 
hereunder,  be  paid  to  the  Telephone  Company  on  de- 
mand by  it. 

Section  4.  As  long  as  the  Telephone  Company  shall  Releases  of 
remain  in  possession  of  the  mortgaged  premises  and  °*^rty 
there  shall  be  no  continuing  default  under  this  mortgage, 
the  Trustee  shall  release  from  the  lien  of  this  mortgage 
any  telephone  exchange  or  exchanges,  or  any  telephone 
line  or  lines,  or  plant,  or  any  bond  or  bonds,  or  any  stock 
or  other  securities,  or  any  other  property  of  any  kind  not  • 
coming  under  the  provisions  of  Sections  2 and  3 of  this 
Article  Eighth,  but  constituting  a part  of  the  mortgaged 
premises,  at  any  time  upon  the  request  of  the  Telephone 
Company  evidenced  by  a certified  copy  of  a resolution  of 
its  Board  of  Directors  setting  forth  that  the  property,  re- 
lease of  which  is  asked,  is  in  the  judgment  of  the  Tele- 
phone Company  no  longer  requisite  or  necessary  or 
profitable  in  the  operation  and  maintenance  of  the  tele- 
phone system  and  business  of  the  Telephone  Company, 
and  that  the  Telephone  Company  has  sold,  assigned  and 


58 


Prior 

mortgages 


conveyed  the  same  for  a fair  and  adequate  consideration, 
which  shall  be  named  in  the  resolution.  The  proceeds 
of  such  sale  shall  be  paid  to  the  Trustee  and  held  by  it  as 
a part  of  the  security  of  this  mortgage.  In  case  the  con- 
sideration of  such  sale  shall  be  in  whole  or  in  part  other 
property,  such  property  shall  become  subject  to  the  lien 
of  this  mortgage.  There  shall  also  be  presented  and  filed 
with  the  Trustee  an  affidavit  of  the  President  or  a Vice 
President  and  the  Treasurer  or  an  Assistant  Treasurer 
of  the  Telephone  Company,  setting  forth  the  amount  of 
the  purchase  price  or  consideration  and  that  in  their 
judgment  the  same  was  fair  and  adequate,  and  also  a 
sworn  certificate  of  a competent  engineer,  to  be  selected 
by  the  Telephone  Company  and  approved  by  the  Trustee, 
setting  forth  that  in  the  judgment  of  such  engineer  the 
consideration  agreed  upon  and  received  was  fair  and 
adequate. 

The  cash  proceeds  of  any  such  sale  shall  be  held  and 
disposed  of  by  the  Trustee  in  the  manner  provided  in 
Section  3 of  this  Article  Eighth. 

Section  5.  If  under  the  provisions  of  any  mortgage 
or  deed  of  trust  under  which  underlying  bonds  are 
issued,  in  case  of  a release  of  any  portion  of  the  mort- 
gaged premises,  there  is  required  to  be  made  with  the 
trustees  under  such  mortgage  or  deed  of  trust,  a de- 
posit of  cash  or  pledge  of  securities  received  in  payment 
for  said  property  released,  the  Telephone  Company  shall 
not  be  required  to  deposit  with  the  Trustee  hereun- 
der such  cash  or  securities  to  the  extent  that  they  may 
be  required  to  be  deposited  with  the  trustees  under 
said  prior  mortgages  or  deeds  of  trust;  provided  that 
any  such  deposits  remaining  with  any  of  said  trustees, 
upon  the  discharge  and  cancellation  of  said  mortgages 
or  deeds  of  trust,  shall  be  redeposited  with  the  Trustee 
hereunder  and  shall  be  held  subject  to  the  lien  of  this 
mortgage,  or  disposed  of  by  the  Trustee  in  the  manner 
provided  in  Section  3 of  this  Article  Eighth. 


59 


Section  6.  As  long  as  the  Telephone  Company  shall 
remain  in  possession  of  the  mortgaged  premises  and 
there  shall  be  no  continuing  default  under  this  mortgage, 
the  Telephone  Company  may  from  time  to  time  deliver  to 
the  Trustee  shares  of  the  capital  stock  and/or  bonds 
and/or  notes  of  other  corporations  which  represent  in- 
terests in  telephone  properties,  in  exchange  for  any  of 
the  stock,  bonds  and/or  notes  then  pledged  with  the 
Trustee  hereunder,  provided  the  securities  given  and  re- 
ceived shall  be  exchanged  at  the  value  thereof  at  the  time 
of  such  exchange,  which  value  shall  be  determined  by  two 
arbitrators,  one  selected  by  the  President,  or  a Vice  Pres- 
ident, or  the  Directors  or  Executive  Committee  of  the 
Telephone  Company,  and  one  by  the  President,  or  a Vice 
President,  or  the  Directors  or  Executive  Committee  of 
the  Trustee,  and  in  case  such  arbitrators  disagree,  such 
value  shall  be  so  determined  by  a member  of  the  New 
York  Stock  Exchange  selected  by  said  two  arbitrators. 
In  ascertaining  such  value  the  average  market  value  of 
such  securities  for  the  six  months  preceding  such  valua- 
tion may  be  regarded  by  said  arbitrators  as  a controlling 
fact  in  all  cases  in  which  such  securities  are  sold  freely 
upon  the  market.  Such  arbitrators  may  be  officers,  direc- 
tors or  stockholders  of  the  Telephone  Company  or  the 
Trustee,  or  persons  having  no  connection  therewith. 

Section  7.  In  no  case  shall  the  franchise  of  the  Tele- 
phone Company  to  be  a corporation  be  granted,  sold, 
assigned  or  exchanged  except  as  in  this  indenture  pro- 
vided. No  purchaser,  grantee,  assignee  or  vendee  of  any 
property  under  the  provisions  of  this  Article  Eighth,  and 
no  one  with  whom  any  exchange  as  herein  authorized 
shall  be  made,  shall  be  or  be  held  to  be  liable  or  responsi- 
ble for  the  proper  investment,  whether  by  the  Telephone 
Company  or  by  the  Trustee,  of  the  moneys  or  other  pro- 
ceeds of  any  such  grant,  assignment,  sale,  exchange  or 
other  proceeding  hereby  authorized. 


Exchange 
of  stock, 
bonds, 
etc. 


Transfer  of 
franchise. 
Liabilities 
of 

purchasers. 


60 


Exercise 
of  powers 
by  receiver 
or  Trustee 


Subordina- 
tion of  lien 
of  coupons 
or  claims 
for  interest 
funded  or 
extended 


Events  of 
default 


Section  8.  In  case  the  mortgaged  premises  or  any 
part  thereof  shall  be  in  the  possession  of  a receiver  law- 
fully appointed,  the  powers  in  and  by  Ibis  Article  Eighth 
conferred  upon  the  Telephone  Company  may  be  exer- 
cised by  such  receiver  with  the  approval  of  the  Trustee 
in  respect  to  the  property  in  the  possession  of  such  re- 
ceiver, and  if  the  Trustee  shall  be  in  possession  of  the 
mortgaged  premises  under  any  provisions  of  this  inden- 
ture, then  all  the  powers  of  this  Article  Eighth  conferred 
upon  the  Telephone  Company  may  be  exercised  by  the 
Trustee  in  its  discretion. 

ARTICLE  NINTH. 

Remedies  of  the  Trustee  and  Bondholders. 

Section  1.  In  case  any  coupon  or  claim  for  interest 
on  any  of  the  bonds  hereby  secured  shall  have  been 
funded  or  extended  by  or  with  the  consent  of  the  Tele- 
phone Company,  such  coupon  or  claim  for  interest  so 
funded  or  extended  shall  not  be  entitled,  in  case  of  de- 
fault hereunder,  to  the  benefit  or  security  of  this  inden- 
ture, except  subject  to  the  prior  payment  in  full  of  the 
principal  of  all  of  said  bonds  that  shall  be  outstanding 
and  of  all  coupons  and  claims  for  interest  thereon  that 
shall  not  have  been  so  funded  or  extended.  If  any  cou- 
pons or  claims  for  interest  on  any  of  said  bonds  at  or 
after  maturity  shall  be  owned  by  the  Telephone  Com- 
pany, then  such  matured  coupons  or  claims  for  interest 
shall  not  be  entitled  to  the  benefit  or  security  of  this  in- 
denture; and  the  Telephone  Company  covenants  that  all 
such  coupons  and  claims  for  interest  so  owned  by  it  at 
or  after  their  maturity  shall  promptly  be  cancelled. 

Section  2.  If  one  or  more  of  the  following  events 
herein  called  “events  of  default”  shall  happen,  that  is 
to  say: 

(a)  default  shall  be  made  in  the  payment  of 
any  installment  of  interest  on  any  bond  or  bonds 


61 


issued  hereunder  when  and  as  the  same  shall  be- 
come payable  as  therein  and  herein  expressed  and 
such  default  shall  continue  for  the  period  of  ninety 
days ; or 

(b)  default  shall  be  made  in  the  payment  of 
the  principal  of  any  bond  or  bonds  issued  here- 
under when  the  same  shall  become  due  and  pay- 
able either  by  the  terms  thereof  or  otherwise  as 
herein  provided;  or 

(c)  default  shall  be  made  in  the  observance 
or  performance  of  any  other  of  the  covenants  and 
conditions  on  the  part  of  the  Telephone  Company 
in  the  bonds  hereby  secured  or  in  this  indenture 
contained  and  such  default  shall  continue  for  the 
period  of  ninety  days  after  written  notice  speci- 
fying such  default  shall  have  been  given  to  the 
Telephone  Company  by  the  Trustee,  which  notice 
may  be  given  by  the  Trustee  in  its  discretion  and 
shall  be  given  on  the  written  request  of  the  holders 
of  25%  in  amount  of  the  bonds  hereby  secured  at 
the  time  outstanding;  or 

(d)  default  shall  be  made  in  the  payment  of 
the  interest  on  any  bond  or  obligation  outstand- 
ing and  secured  by  any  lien  prior  to  that  of  this 
indenture  on  the  trust  estate  or  any  part  thereof 
and  such  default  shall  continue  for  the  period  of 
ninety  days,  or  the  Telephone  Company  shall  fail 
at  the  maturity,  whether  by  declaration  or  other- 
wise, of  such  bonds  or  obligations  and  on  presen- 
tation thereof  in  accordance  with  the  terms  there- 
of, either  to  pay  said  bonds  or  obligations  or  to 
cause  them  to  be  taken  up  and  delivered  to  the 
Trustee  to  be  held  under  this  indenture,  or  de- 
fault shall  be  made  in  the  performance  of  any 
covenant  contained  in  any  mortgage  or  other  in- 
strument of  trust  constituting  a lien  on  any  part 
of  the  trust  estate  in  priority  to  this  indenture, 
and  by  reason  of  such  default  any  right  of  entry 
or  right  of  action  for  the  enforcement  of  the  se- 
curity afforded  thereby  shall  accrue;  or 

(e)  a decree  by  a court  having  jurisdiction  of 
the  premises  shall  have  been  entered  adjudging 
the  Telephone  Company  a bankrupt  and  such  de- 
cree shall  have  continued  undischarged  and  un- 
stayed for  a period  of  ninety  days;  or  an  order  of 


Upon 
default 
Trustee 
maj  enter 


— and 
operate 


62 

a court  having  jurisdiction  in  the  premises  for  the 
appointment  of  a receiver  of  the  property  of  the 
Telephone  Company,  or  for  the  winding  up  or  liq- 
uidation of  its  business  or  affairs,  shall  have  been 
entered  and  such  order  shall  have  remained  in  force 
undischarged  and  unstayed  for  a period  of  ninety 
days;  or  tile  Telephone  Company  shall  institute 
proceedings  to  be  adjudicated  a voluntary  bank- 
rupt or  shall  make  an  assignment  for  the  benefit 
of  creditors; 

then  and  in  each  and  every  such  case  the  Trustee  per- 
sonally or  by  its  agents  or  attorneys  may  enter  into  and 
upon  all  or  any  part  of  the  trust  estate,  and  may  exclude 
the  Telephone  Company,  its  agents  and  servants  wholly 
therefrom,  and  having  and  holding  the  same,  may  use, 
operate,  manage  and  control  the  trust  estate  or  any  part 
thereof,  and  conduct  the  business  thereof,  either  person- 
ally or  by  its  superintendent,  managers,  receivers,  agents 
and  servants  or  attorneys,  to  the  best  advantage  of  the 
holders  of  the  bonds  hereby  secured,  and  upon  every  such 
entry  the  Trustee,  at  the  expense  of  the  trust  estate,  from 
time  to  time  may  make  all  necessary  or  proper  repairs, 
renewals,  replacements  and  useful  or  required  altera- 
tions, additions,  betterments  and  improvements  to  and 
on  the  trust  estate  as  to  it  may  seem  judicious,  and  may 
pay  and  satisfy  all  liens  and  charges  thereon  prior  to  the 
lien  of  this  indenture,  and  may  insure  and  keep  insured 
any  property  subject  to  the  lien  of  this  indenture,  and  in 
such  case  the  Trustee  shall  have  the  right  to  manage 
the  trust  estate  and  to  carry  on  the  business  and  exercise 
all  rights  and  powers  of  the  Telephone  Company,  either 
in  the  name  of  the  Telephone  Company,  or  otherwise, 
as  the  Trustee  shall  deem  best;  and  it  shall  be  entitled 
to  collect  and  receive  all  earnings,  income,  rents,  issues 
and  profits  of  the  same  and  every  part  thereof.  After 
deducting  the  expenses  of  operating  said  trust  estate  and 
of  conducting  the  business  thereof,  and  of  all  repairs, 
maintenance,  renewals,  replacements,  alterations,  addi- 
tions, betterments,  improvements  and  all  payments 


G3 


which  it  may  be  required  or  may  elect  to  make  for  taxes, 
assessments,  insurance  or  prior  or  other  proper  charges 
on  said  trust  estate,  or  any  part  thereof,  as  well  as  just 
and  reasonable  compensation  for  its  own  services,  and 
for  all  agents,  clerks  and  other  employees,  and  for  all  at- 
torneys and  counsel  by  it  properly  engaged  and  em- 
ployed, it  shall  apply  the  moneys  arising  as  aforesaid 
as  follows: 

In  case  the  principal  of  the  bonds  hereby  se- 
cured shall  not  have  become  due  and  be  unpaid,  to 
the  payment  of  the  interest  in  default,  in  the  order 
of  the  maturity  of  the  installments  of  such  inter- 
est, with  interest  thereon  at  the  same  rate  as  is 
borne  by  the  bonds  upon  which  such  interest  is 
due ; such  payments  to  be  made  ratably  to  the  per- 
sons entitled  thereto  without  discrimination  or 
preference. 

In  case  the  principal  of  any  of  the  bonds  here- 
by secured  shall  have  become  due,  by  declaration 
or  otherwise,  and  shall  be  unpaid,  first  to  the  pay- 
ment of  the  accrued  interest  (with  the  interest  on 
the  overdue  installments  thereon  at  the  same  rate 
as  is  borne  by  the  bonds  on  which  such  interest  is 
due),  in  the  order  of  the  maturity  of  the  install- 
ments of  such'  interest,  and  then  to  the  payment 
of  the  principal  of  all  bonds  hereby  secured  then 
due;  in  every  instance  such  payments  to  be  made 
ratably  to  the  persons  entitled  to  such  payments 
without  any  discrimination  or  preference. 

These  provisions  are,  however,  subject  to  the 
provisions  of  Section  1 of  this  Article  Ninth. 

Upon  payment  in  full  of  whatever  may  be  due 
for  principal  or  interest,  or  both,  as  the  case  may 
be,  and  the  expenses  of  the  Trustee,  and  in  case 
all  other  defaults  have  been  made  good  and  se- 
cured to  the  satisfaction  of  the  Trustee,  posses- 
sion of  the  mortgaged  property  shall  be  returned 
to  the  Telephone  Company  or  to  whosoever  shall 
be  entitled  thereto. 


Application 
of  income 


— if 

principal 
not  due 


—if 

principal 

due 


Upon 
default 
Trustee  may 
vote  pledged 
stock  and 
collect 
dividends 
and  interest 


Upon 
default 
principal 
may  be 
declared  due 


G4 

Section  3.  In  case  one  or  more  of  the  events  of  de- 
fault shall  happen  and  be  continuing  or  if  a receiver  or 
the  Trustee  shall  have  entered  into  possession  of  the 
trust  estate,  the  Trustee  shall  be  entitled  to  vote  on  all 
shares  of  stock  then  subject  to  the  lien  of  this  indenture, 
and,  for  the  benefit  of  the  holders  of  the  bonds  hereby 
secured,  shall  be  entitled  to  collect  and  receive  all  divi- 
dends on  all  such  shares  of  stock  and  all  sums  payable 
for  principal,  interest  or  otherwise  upon  any  bonds  or 
obligations  that  shall  then  be  subject  to  this  indenture 
and  to  apply,  as  hereinbefore  in  Section  2 of  this  Arti- 
cle Ninth  provided,  the  net  moneys  received  from  in- 
come; and  as  holder  of  any  such  shares  of  stock  and  of 
any  such  bonds,  to  perform  any  and  all  acts  or  to  make 
and  execute  any  and  all  transfers,  requests,  requisitions 
or  other  instruments  for  the  purpose  of  carrying  out  the 
provisions  of  this  Section.  In  the  event  that  a re- 
ceiver of  the  property  hereby  mortgaged  or  conveyed  or 
pledged,  or  any  part  thereof,  shall  have  been  appointed 
and  shall  be  in  possession  thereof,  the  Trustee  from  time 
to  time  in  its  discretion  may  turn  over  any  part  or  all 
of  the  moneys  so  collected  and  remaining  in  the  hands 
of  the  Trustee  to  sucli  receiver  and  may  co-operate  with 
such  receiver  in  managing  and  operating  the  mortgaged 
properties  in  such  manner  as  the  Trustee  shall  deem  for 
the  best  interest  of  the  holders  of  the  bonds  secured  by 
this  indenture. 

Section  4.  In  case  one  or  more  of  the  events  of  de- 
fault shall  happen  and  shall  be  continuing,  then  during 
the  continuance  of  such  default,  the  Trustee  may,  and 
upon  the  written  request  of  the  holders  of  not  less  than 
25%  in  amount  of  the  bonds  hereby  secured  then  out- 
standing, the  Trustee  shall,  by  notice  in  writing  delivered 
to  the  Telephone  Company,  declare  the  principal  of  all 
bonds  hereby  secured  then  outstanding  to  be  due  and 
payable  immediately,  anything  in  this  indenture  or  in 
said  bonds  contained  to  the  contrary  notwithstanding. 


G5 

This  provision,  however,  is  subject  to  the  condition  that 
if,  at  any  time  after  the  principal  of  said  bonds  shall  have 
been  so  declared  due  and  payable,  all  arrears  of  interest 
upon  all  such  bonds  with  interest  on  overdue  installments 
of  interest  at  the  same  rate  or  rates  as  the  bonds  upon 
which  such  interest  is  in  default  bear,  and  the  principal  of 
any  bonds  which  shall  have  become  due  by  their  terms, 
and  the  expenses  of  the  Trustee,  shall  either  be  paid  by 
the  Telephone  Company,  or  lie  collected  out  of  the  trust 
estate  before  any  sale  of  the  trust  estate  shall  have  been 
made,  and  all  other  defaults  made  good  or  secured  to  the 
satisfaction  of  the  Trustee,  then  and  in  every  such  case 
the  holders  of  a majority  in  amount  of  the  bonds  hereby 
secured  then  outstanding,  by  written  notice  to  the  Tele- 
phone Company  and  to  the  Trustee,  may  waive  such  de- 
fault and  its  consequences ; but  no  such  waiver  shall  ex- 
tend to  or  affect  any  subsequent  default  or  impair  any 
right  consequent  thereto. 

In  case  the  Trustee  shall  have  proceeded  to  enforce 
any  right  under  this  indenture  by  foreclosure,  entry  or 
otherwise  and  such  proceedings  shall  have  been  discon- 
tinued or  abandoned  because  of  such  waiver  or  for  any 
other  reason  or  shall  have  been  determined  adversely 
to  the  Trustee,  then  and  in  every  such  case  the  Telephone 
Company  and  the  Trustee  shall  be  restored  to*  their  for- 
mer position  and  rights  hereunder  in  respect  of  the  trust 
estate,  and  all  rights,  remedies  and  powers  of  the  Trus- 
tee shall  continue  as  though  no  such  proceedings  had 
been  taken. 

Section  5.  If  one  or  more  of  the  events  of  default 
shall  happen  and  shall  be  continuing,  the  Trustee  may, 
and  upon  the  written  request  of  the  holders  of  not  less 
than  25%  in  amount  of  the  bonds  hereby  secured,  and 
upon  being  indemnified  as  hereinafter  provided,  shall, 
with  or  without  entry,  personally  or  by  attorney,  in  its 
discretion,  sell  to  the  highest  bidder  all  and  singular  the 
trust  estate,  property  and  premises,  rights,  franchises 


Bondholders 
maj  waive 
default 


Restoration 
of  parties  to 
former 
position 


Upon 
default 
Trustee  may 
sell 

mortgaged 

property 


GG 


— or  may 
commence 
judicial 
proceedings 


and  interest  and  appurtenances  and  either  real  and  per- 
sonal property  of  every  kind,  and  all  right,  title,  interest, 
claim  and  demand  therein,  and  right  of  redemption 
thereof,  in  one  lot  and  as  an  entirety,  unless  a sale  in  par- 
cels shall  have  been  requested  by  the  holders  of  a major- 
ity in  amount  of  the  bonds  hereby  secured,  then  outstand- 
ing, in  which  case  the  sale  shall  be  made  in  such  parcels 
as  shall  be  specified  in  such  request,  or  unless  such  sale 
as  an  entirety  is  impracticable  by  reason  of  some  statute 
or  some  other  cause,  which  sale  or  sales  shall  be  made 
at  public  auction,  at  such  place  in  the  City  of  New  York 
in  the- State  of  New  York,  or  at  such  other  place  as  may 
be  required  by  law,  at  such  time  and  upon  such  terms  as 
the  Trustee  may  fix  and  briefly  specify  in  the  notice  of 
sale  to  be  given  as  herein  provided;  or  proceed  to  protect 
and  enforce  its  rights  and  the  rights  of  the  holders  of 
bonds  secured  by  this  indenture,  by  a suit  or  suits  at  law 
or  in  equity,  whether  for  the  specific  performance  of  any 
covenant  or  agreement  contained  herein,  or  in  aid  of  the 
execution  of  any  power  herein  granted,  or  for  the  fore- 
closure of  this  indenture,  or  for  the  enforcement  of  any 
other  proper  legal  or  equitable  remedy,  as  the  Trustee, 
being  advised  by  counsel  learned  in  the  law,  shall  deem 
most  expedient  in  the  interests  of  the  holders  of  the  bonds 
hereby  secured.  In  case  the  Trustee  shall  proceed  by 
suit  or  suits  at  law  or  in  equity  for  the  foreclosure  of  this 
indenture,  as  above  provided,  the  said  Trustee  shall  be 
entitled  to  have  the  mortgaged  and  pledged  property, 
rights  and  franchises,  of  every  description  hereby  mort- 
gaged and  pledged  or  intended  so  to  be,  sold  at  judicial 
sale  under  the  order  of  any  court  or  courts  of  competent 
jurisdiction,  for  or  toward  the  satisfaction  of  the  prin- 
cipal or  interest  or  both  due  and  owing  to  the  holders  of 
the  bonds  and  coupons  then  outstanding,  issued  under  or 
entitled  to  the  benefit  of  the  security  of  this  indenture, 
and  for  the  enforcement  of  the  rights,  liens  and  securi- 
ties of  the  Trustee  and  the  holders  of  such  bonds  and 
coupons,  and  shall  be  entitled,  pending  any  such  suit  or 


67 


proceeding,  to  a receivership  of  all  the  property,  rights 
and  franchises  subject  to  the  lien  hereof,  and  all  the  tolls, 
earnings,  revenues,  issues,  profits  and  income  thereof. 

Upon  the  happening  of  one  or  more  of  the  events  of 
default  and  the  commencement  thereafter  of  judicial  pro- 
ceedings to  enforce  any  legal  or  equitable  remedy  under 
this  indenture,  all  moneys  held  by  the  Trustee  hereunder 
shall  be  deemed  to  be  held  without  distinction  as  between 
any  of  the  amounts  constituting  such  moneys,  for  the  sole 
purpose  of  paying  the  principal  of  and  interest  upon  the 
bonds  secured  by  this  indenture,  and  upon  any  sale, 
whether  under  the  power  of  sale  herein  contained  or  pur- 
suant to  judicial  proceedings,  shall  be  applied  as  pro- 
vided in  Section  10  of  this  Article  Ninth. 

Section  6.  Notice  of  any  such  sale  pursuant  to  any 
provisions  of  this  indenture,  shall  state  the  time  when, 
and  the  place  where,  the  same  is  to  be  made,  and  shall 
contain  a brief  general  description  of  the  property  to  be 
sold,  and  shall  be  sufficiently  given  if  published  once  in 
each  week  for  four  successive  weeks  prior  to  such  sale,  in 
a newspaper  published  in  the  Borough  of  Manhattan, 
City  of  New  York,  and  in  a newspaper  published  in  the 
City  of  Philadelphia,  Pennsylvania,  and  in  such  other 
manner  as  may  be  required  by  law. 

Section  7.  From  time  to  time  the  Trustee  may  ad- 
journ any  sale  to  be  made  by  it  under  the  provisions  of 
this  indenture,  by  announcement  at  the  time  and  place 
appointed  for  such  sale,  or  for  such  adjourned  sale  or 
sales;  and  without  further  notice  or  publication,  the 
Trustee  may  make  such  sale  at  the  time  and  place  to 
which  the  same  shall  be  so  adjourned. 

Section  8.  Upon  the  completion  of  any  sale  or  sales 
under  this  indenture,  the  Trustee  shall  execute  and  de- 
liver to  the  accepted  purchaser  or  purchasers  a good  and 
sufficient  deed  or  deeds  of  conveyance  of  the  property 
and  franchises  sold;  and  the  Trustee  and  its  successors 


Notice  of 
sale 


Adjourn- 
ment of 
sale 


Vesting  title 
in 

purchaser 


68 


Sale  to 
divest  all 
interest  of 
Telephone 
Company 


Purchaser’s 
acquittance 
on  payment 


are  hereby  appointed  the  true  and  lawful  attorney  and 
attorneys,  irrevocable,  of  the  Telephone  Company,  in 
its  name  and  stead,  to  make  all  necessary  deeds  and  con- 
veyances of  the  property  thus  sold ; and  for  that  purpose 
it  and  they  may  execute  all  necessary  deeds  and  instru- 
ments of  assignment  and  transfer,  the  Telephone  Com- 
pany hereby  ratifying  and  confirming  all  that  its  said 
attorney  or  attorneys  shall  lawfully  do  by  virtue  here- 
of. Nevertheless,  the  Telephone  Company  shall,  if  so 
requested  by  the  Trustee,  ratify  such  sale  by  executing 
and  delivering  to  the  Trustee  or  to  such  purchaser  or 
purchasers  as  may  be  designated  in  such  request,  any 
such  instruments  as,  in  the  judgment  of  the  Trustee,  may 
be  advisable. 

Any  such  sale  or  sales  made  under  or  by  virtue  of 
this  indenture,  whether  under  the  power  of  sale  herein 
granted,  or  pursuant  to  judicial  proceedings,  shall  oper- 
ate to  divest  all  right,  title,  interest,  claim  and  demand 
whatsoever,  either  at  law  or  in  equity,  of  the  Telephone 
Company,  in  and  to  the  premises  and  property  so  sold, 
and  shall  be  a perpetual  bar  both  at  law  and  in  equity 
against  the  Telephone  Company,  its  successors  and  as- 
signs, and  against  any  and  all  persons  claiming  or  to 
claim  the  premises  and  property  sold,  or  any  part  there- 
of, from,  through  or  under  the  Telephone  Company,  its 
successors  or  assigns. 

The  receipt  of  the  Trustee  or  of  the  Court  officer  con- 
ducting any  such  sale  shall  be  full  and  sufficient  dis- 
charge to  any  purchaser  of  the  property  or  any  part 
thereof  sold  as  aforesaid  for  the  purchase  money;  and 
no  such  purchaser  or  his  representatives,  grantees  or  as- 
signs, after  paying  such  purchase  money  and  receiving 
such  receipt,  shall  be  bound  to  see  to  the  application  of 
such  purchase  money  upon  or  for  any  trust  or  purpose 
of  this  indenture,  or  in  any  manner  whatsoever  be  an- 
swerable for  any  loss,  mis-application  or  non-application 
of  any  such  purchase  money  or  any  part  thereof,  or  be 
bound  to  inquire  as  to  the  authorization,  necessity,  ex- 
pediency or  regularity  of  any  such  sale. 


69 


Section  9.  In  case  of  any  such  sale,  whether  made 
under  the  power  of  sale  hereby  granted  or  pursuant  to 
judicial  proceedings,  the  whole  of  the  principal  sums  of 
the  bonds  hereby  secured,  if  not  previously  due,  shall  at 
once  become  due  and  payable,  anything  in  said  bonds 
or  in  this  indenture  to  the  contrary  notwithstanding. 

Section  10.  The  purchase  money,  proceeds  and 
avails  of  any  such  sale,  whether  made  under  the  power 
of  sale  hereby  granted  or  pursuant  to  judicial  proceed- 
ings, together  with  any  other  sums  which  then  may  be 
held  by  the  Trustee  as  part  of  the  trust  estate,  shall  be 
applied  as  follows : 

First,  to  the  payment  of  the  costs  and  expenses  of 
such  sale,  including  a reasonable  compensation  to  the 
Trustee,  its  agents,  attorneys  and  counsel,  and  of  all 
expenses,  liabilities  and  advances  made  or  incurred  by 
the  Trustee  in  managing  and  maintaining  the  property 
hereby  conveyed,  and  to  the  payment  of  all  taxes,  assess- 
ments or  liens  prior  to  the  lien  of  this  indenture,  except 
any  taxes,  assessments  or  other  superior  liens  to  which 
said  sale  shall  have  been  made  subject. 

Second,  to  the  payment  of  the  whole  amount  then 
owing  or  unpaid  upon  the  bonds  and  coupons  hereby  se- 
cured for  principal  and  interest,  with  interest  on  the 
principal  and  the  overdue  installments  of  interest  at  the 
same  rate  or  rates  respectively  as  were  borne  by  the 
respective  bonds ; and  in  case  such  proceeds  shall  be  in- 
sufficient to  pay  in  full  the  whole  amount  so  due  and  un- 
paid upon  the  said  bonds,  then  to  the  payment  of  such 
principal  and  interest,  without  preference  or  priority  of 
principal  over  interest,  or  of  interest  over  principal,  or 
of  any  installment  of  interest  over  any  other  installment 
of  interest,  ratably  to  the  aggregate  of  such  principal  and 
the  accrued  and  unpaid  interest,  subject,  however,  to  the 
provisions  of  Section  1 of  this  Article  Ninth.  Such  pay- 
ments shall  be  made  on  the  date  fixed  therefor  by  the 
Trustee,  upon  presentation  of  the  several  bonds  and  cou- 


Principal 
due  on  sale 


Application 
of  proceeds 
of  sale 


— to  pay- 
ment of 
costs,  ex- 
penses, etc. 


— to 

payment  of 
principal 
and  interest 


— surplus  to 

Telephone 

Company 


Purchaser 
may  apply 
bonds  and 
matured 
coupons  on 
purchase 
price 


Waiver  of 
stay  or 
extension 
laws 


pons  and  stamping  thereon  the  amount  paid,  if  such  bonds 
and  coupons  be  only  partly  paid,  and  upon  surrender 
thereof  if  fully  paid. 

Third,  the  payment  over  of  the  surplus,  if  any,  to  the 
Telephone  Company,  its  successors  or  assigns,  or  to  who- 
soever may  be  lawfully  entitled  to  receive  the  same. 

Section  11.  Upon  any  sale  as  aforesaid,  any  pur- 
chaser, for  the  purpose  of  making  settlement  or  payment 
for  the  property  purchased,  shall  be  entitled  to  use  and 
apply  any  bonds  issued  hereunder  and  then  outstanding, 
and  any  matured  and  unpaid  interest  obligations  thereon, 
by  presenting  the  same  so  that  there  may  be  credited,  as 
paid  thereon,  the  sums  payable  out  of  the  net  proceeds 
of  such  sale  to  the  holders  of  such  bonds  and  such  inter- 
est obligations,  as  his  ratable  share  of  such  net  proceeds, 
after  allowing  for  the  proportion  of  the  total  purchase 
price  required  to  pay  the  costs  and  expenses  of  the  sale, 
compensations  and  other  charges;  and  thereupon  such 
purchaser  shall  be  credited  on  account  of  such  purchase 
price  payable  by  him,  with  the  portion  of  such  net  pro- 
ceeds that,  shall  be  applicable  to  the  payment  of,  and  that 
shall  have  been  credited  upon,  the  bonds  and  coupons  so 
turned  in,  and  at  any  such  sale  the  Trustee  or  any  bond- 
holders may  bid  for  and  purchase  such  property,  may 
make  payment  on  account  thereof  as  aforesaid,  and  upon 
compliance  with  the  terms  of  sale,  may  hold,  retain  and 
dispose  of  such  property  without  further  accountability 
therefor. 

Section  12.  The  Telephone  Company  will  not  at  any 
time  insist  upon  or  plead,  or  in  any  manner  whatever 
claim  or  take  the  benefit  or  advantage  of,  any  stay  or 
extension  law  now  or  at  any  time  hereafter  in  force;  nor 
will  it  claim,  take  or  insist  on  any  benefit  or  advantage 
from  any  law  now  or  hereafter  in  force  providing  for  the 
valuation  or  appraisement  of  the  property  hereby  mort- 
gaged or  conveyed  or  pledged,  or  any  part  thereof,  prior 
to  any  sale  or  sales  thereof  to  be  made  pursuant  to  any 


71 


provision  herein  contained  or  to  the  decree  of  any  court 
of  competent  jurisdiction ; nor  after  any  such  sale  or  sales 
will  it  claim  or  exercise  any  right  conferred  by  any  stat- 
ute to  redeem  the  property  so  sold,  or  any  part  thereof, 
nor  will  it  after  such  sale,  if  at  the  time  of  such  sale  it 
shall  be  in  possession  of  the  property  so  sold,  claim  or 
exercise  any  right  under  any  law  whatever  to  retain  pos- 
session thereof,  or  to  collect,  receive  or  have  the  benefit 
of  any  rent,  issues  or  profits  thereof,  for  or  during  any 
subsequent  period  of  redemption  provided  for  by  any 
law;  and  it  hereby  expressly  waives  all  benefit  and  advan- 
tage of  such  law  or  laws  and  covenants  that  it  will  not 
hinder,  delay  or  impede  the  execution  of  any  power  herein 
granted  and  delegated  to  the  Trustee,  but  that  it  will 
suffer  and  permit  the  execution  of  every  such  power  as 
though  no  such  law  or  laws  had  been  made  or  enacted. 

Section  13.  The  Telephone  Company  covenants  that 
(1)  in  case  default  shall  be  made  in  the  payment  of  any 
interest  on  any  bond  or  bonds  at  any  time  outstanding 
and  secured  by  this  indenture,  and  such  default  shall  have 
continued  for  the  period  of  ninety  days,  or  (2)  in  case 
default  shall  be  made  in  the  payment  of  the  principal  of 
any  such  bond  or  bonds  when  the  same  shall  become  pay- 
able, whether  upon  the  maturity  of  said  bonds,  or  upon 
declaration  or  otherwise,  then,  upon  demand  of  the  Trus- 
tee, the  Telephone  Company  will  pay  to  the  Trustee,  for 
the  benefit  of  the  holders  of  the  bonds  and  coupons  hereby 
secured,  then  outstanding,  the  whole  amount  that  then 
shall  have  become  due  and  payable  on  all  such  bonds  and 
coupons  then  outstanding,  for  interest  or  principal,  or 
both,  as  the  case  may  be,  with  interest  upon  the  overdue 
principal  and  installments  of  interest  at  the  same  rates 
respectively  as  were  borne  by  the  respective  bonds  where- 
of the  principal  or  installments  of  interest  shall  be  over- 
due; and  in  case  the  Telephone  Company  shall  fail  to  pay 
the  same  forthwith  upon  such  demand,  the  Trustee,  in 
its  own  name  and  as  the  trustee  of  an  express  trust,  shall 


Covenant  to 
pay  principal 
and  interest 
on  default 


72 


Upon 
failure  to 
pay,  Trustee 
entitled  to 
judgment 


Application 
of  moneys 
collected  by 
Trustee 


be  entitled  to  recover  judgment  against  the  Telephone 
Company  for  the  whole  amount  so  due  and  unpaid. 

The  Trustee  shall  be  entitled  to  recover  judgment  as 
aforesaid,  either  before  or  after  or  during  the  pendency 
of  any  proceedings  for  the  enforcement  of  the  lien  of  this 
indenture,  and  the  right  of  the  Trustee  to  recover  such 
judgment  shall  not  be  affected  by  any  entry  or  sale  here- 
under, or  by  the  exercise  of  any  other  right,  power  or 
remedy  for  the  enforcement  of  the  provisions  of  this  in- 
denture or  the  foreclosure  of  the  lien  hereof ; and  in  case 
of  a sale  of  the  mortgaged  or  pledged  property  or  any 
part  thereof,  the  Trustee,  in  its  own  name  and  as  trustee 
of  an  express  trust,  shall  be  entitled  to  enforce  payment 
of,  and  to  receive,  all  amounts  then  remaining  due  and 
unpaid  upon  any  and  all  of  the  bonds  and  coupons  then 
outstanding  hereunder  for  the  benefit  of  the  holders 
(hereof,  and  shall  be  entitled  to  sue  for  and  recover  judg- 
ment for  any  portion  of  the  said  debt  remaining  unpaid, 
with  interest.  No  recovery  of  any  such  judgment  by  the 
Trustee,  and  no  levy  of  any  execution  upon  property  sub- 
ject to  the  lien  of  this  indenture,  or  upon  any  other  prop- 
erty, shall  in  any  manner,  or  to  any  extent,  affect  the  lien 
of  this  indenture  upon  the  property,  or  any  part  thereof, 
subject  to  this  indenture,  or  any  lien,  rights,  powers  or 
remedies  of  the  Trustee  hereunder,  or  any  lien,  rights, 
powers  or  remedies  of  the  holders  of  the  bonds,  but  such 
lien,  rights,  powers  and  remedies  shall  continue  unim- 
paired as  before. 

Any  moneys  thus  collected  by  the  Trustee  under  this 
Section  shall  be  applied  by  the  Trustee,  first,  to  the  pay- 
ment of  the  expenses,  disbursements  and  compensation 
of  the  Trustee,  its  agents  and  attorneys,  and,  second, 
toward  the  payment  of  the  amounts  then  due  and  unpaid 
upon  such  bonds  and  coupons,  in  respect  of  or  for  the 
benefit  of  which  such  moneys  shall  have  been  collected 
ratably,  and  without  any  preference  or  priority  of  any 
kind,  except  as  provided  in  Section  1 of  this  Article  Ninth, 
according  to  the  amounts  due  and  payable  upon  such 
bonds  and  coupons,  respectively,  at  the  date  fixed  bv  the 


73 


Trustee  for  the  distribution  of  such  moneys,  upon  pre- 
sentation of  the  several  bonds  and  coupons  and  stamping 
thereon  such  payment,  if  only  partially  paid,  and  upon 
surrender  thereof,  if  fully  paid. 

Section  14.  Upon  filing  a bill  in  equity  or  upon  other 
commencement  of  judicial  proceedings  by  the  Trustee 
to  enforce  any  right  under  this  indenture,  the  Trustee 
shall  be  entitled  to  exercise  the  right  of  entry,  and  also 
any  and  all  rights  and  powers  herein  conferred  and  pro- 
vided to  be  exercised  by  the  Trustee  upon  the  occurrence 
and  continuance  of  any  default  as  hereinbefore  in  Section 
2 of  this  Article  Ninth  provided;  and  as  a matter  of 
right,  the  Trustee  shall  be  entitled  to  the  appointment  of 
a receiver  of  the  premises  hereby  mortgaged,  and  of  the 
earnings,  revenue,  rents,  issues,  profits  and  other  income 
thereof  and  therefrom,  with  all  such  powers  as  the  court 
or  courts  making  such  appointment  shall  confer;  but  not- 
withstanding the  appointment  of  any  receiver  the  Trus- 
tee shall  be  entitled,  as  pledgee,  to  continue  to  retain 
possession  and  control  of  any  stocks,  bonds,  cash  and 
indebtedness  pledged  or  deposited  or  provided  to  be 
pledged  or  deposited  with  the  Trustee  hereunder. 

Section  15.  No  holder  of  any  bond  or  coupon  issued 
hereunder  shall  have  any  right  to  institute  any  suit, 
action  or  proceeding  in  equity  or  at  law  for  the  fore- 
closure of  this  indenture,  or  for  the  appointment  of  a re- 
ceiver, or  for  the  execution  of  any  trust  hereunder,  or  for 
any  other  remedy  hereunder,  unless  the  holders  of  not 
less  than  25%  in  amount  of  t lie  bonds  hereby  secured  and 
then  outstanding  shall  have  requested  the  Trustee  in  writ- 
ing to  take  action  in  respect  of  the  matter  complained  of, 
and  shall  have  afforded  to  it  a reasonable  opportunity  to 
exercise  the  powers  hereinbefore  granted,  or  to  institute 
such  action,  suit  or  proceeding  in  its  own  name;  nor  un- 
less also  they  shall  have  offered  to  the  Trustee  security 
and  indemnity  satisfactory  to  it  against  the  costs,  ex- 
penses and  liabilities  to  be  incurred  therein  or  thereby; 


Upon 
institution 
of  judicial 
proceedings 
Trustee  may 
enter 


— -and  may 
have 
receiver 
appointed 


Bond- 
holders not 
to  sue  until 
application 
made  to 
Trustee 


— nor  until 
Trustee  is 
indemnified 


74 


Trustee  to 
act  for  equal 
benefit  of 
all  bond- 
holders 


Remedies 
are  cumula- 
tive 


No  rights 
impaired  by 
Trustee’s 
delay 


nor  unless  the  Trustee  shall  have  refused  or  neglected 
to  act  on  such  notice,  request  and  indemnity,  and  such 
notification,  request  and  offer  of  indemnity  are  hereby 
declared,  in  every  such  case  at  the  option  of  the  Trus- 
tee, to  be  conditions  precedent  to  the  execution  of  the 
powers  and  trusts  of  this  indenture  and  to  any  action  or 
causes  of  action  for  foreclosure  or  for  the  appointment 
of  a receiver,  or  for  any  other  remedy  hereunder;  it  be- 
ing understood  and  intended  that  no  one  or  more  holders 
of  bonds  and  coupons  shall  have  any  right,  in  any  man- 
ner whatever,  by  his  or  their  action,  to  affect,  disturb  or 
prejudice  the  lien  of  this  indenture,  or  to  enforce  any 
right  hereunder  except  in  the  manner  herein  provided; 
and  that  all  proceedings  at  law  or  in  equity  shall  be  in- 
stituted, had  and  maintained  in  the  manner  herein  pro- 
vided, and  for  the  equal  benefit  of  all  holders  of  such 
outstanding  bonds  and  coupons. 

Any  rights  of  action  under  this  indenture  may  be  en- 
forced by  the  Trustee  without  the  possession  of  any  of 
the  bonds  or  coupons  hereby  secured  or  the  production 
thereof  on  the  trial  or  other  proceedings  relative  there- 
to, and  any  such  suit  or  proceedings  instituted  by  the 
Trustee  shall  be  brought  in  its  own  name,  and  any  re- 
covery of  judgment  shall  be  for  the  ratable  benefit  of  the 
holders  of  said  bonds  and  coupons. 

Section  1G.  Except  as  herein  expressly  provided  to 
the  contrary,  no  remedy  herein  conferred  upon  or  re- 
served to  the  Trustee  or  to  the  holders  of  bonds  issued 
hereunder  is  intended  to  be  exclusive  of  any  other  rem- 
edy, but  each  and  every  such  remedy  shall  be  cumulative 
and  shall  be  in  addition  to  every  other  remedy  given 
hereunder,  or  now  or  hereafter  existing  at  law  or  in 
equity  or  by  statute. 

Section  17.  No  delay  or  omission  of  the  Trustee, 
or  of  any  holder  of  bonds  issued  hereunder,  to  exercise 
any  right  or  power  accruing  upon  any  default  continu- 
ing as  aforesaid,  shall  impair  any  such  right  or  power, 


75 


or  shall  be  construed  to  be  a waiver  of  any  such  default 
or  an  acquiescence  therein,  and  every  power  and  rem- 
edy given  by  this  Article  Ninth  to  the  Trustee  or  to  the 
bondholders,  subject  to  the  provisions  of  Section  15  of 
this  Article  Ninth,  may  be  exercised  from  time  to  time 
and  as  often  as  may  be  deemed  expedient  by  the  Trustee 
or  by  the  bondholders. 

Section  18.  The  Trustee  shall  have  power  to  insti- 
tute and  to  maintain  such  suits  and  proceedings  as  it 
may  be  advised  shall  be  necessary  or  expedient  to  pre- 
vent any  impairment  of  the  security  hereunder  by  any 
acts  of  the  Telephone  Company,  or  of  others,  in  viola- 
tion of  this  indenture,  or  unlawful  or  as  the  Trustee  may 
be  advised  shall  be  necessary  or  expedient  to  preserve 
and  to  protect  its  interests  and  the  interests  of  the  bond- 
holders in  respect  of  the  property  subject  to  this  inden- 
ture, and  in  respect  of  the  income,  earnings,  issues  and 
profits  arising  therefrom;  including  power  to  institute 
and  to  maintain  suits  or  proceedings  to  restrain  the  en- 
forcement of,  or  compliance  with,  or  the  observance  of, 
any  legislative  or  other  governmental  enactment,  rule 
or  order  that  may  be  unconstitutional  or  otherwise  in- 
valid, if  the  enforcement  of,  compliance  with  or  observ- 
ance of  such  enactment,  rule  or  order  would  impair  the 
security  hereunder  or  be  prejudicial  to  the  interests  of 
the  bondholders  or  of  the  Trustee. 

Section  19.  Anything  in  this  indenture  to  the  con- 
trary notwithstanding,  in  case  several  series  of  bonds 
be  outstanding  under  this  indenture  and  an  event  of  de- 
fault shall  have  happened  because  of  any  default  in  the 
payment  of  the  principal  or  interest  or  any  sinking  fund 
installment  in  respect  of  the  bonds  of  any  one.  or  more 
of  such  series  and  not  in  respect  of  the  bonds  of  one  or 
more  others,  then  whatever  action  in  this  Article  Ninth 
of  this  indenture  it  is  provided  may  or  shall  be  taken  upon 
such  default  (continuing  as  in  this  indenture  provided) 


Trustee  may 
institute 
suits  to 
prevent  im- 
pairment of 
lien 


Majority  of 
any  series 
may  take 
action  on 
default 


76 


l>y  or  upon  the  request  of  the  holders  of  a specified  per- 
centage of  bonds  outstanding,  may  be  or  shall  be  taken, 
in  respect  of  the  bonds  of  the  series  in  respect  of  which 
such  default  shall  have  been  made,  by  or  upon  the  request 
of  the  holders  of  a majority  in  amount  of  the  outstanding 
bonds  of  such  scries  upon  which  such  default  shall  have 
occurred. 


No  liability 
of  stock- 
holders, etc. 


Obligations 

of 

Telephone 

Company 

only 


Section  20.  No  recourse  under  or  upon  any  obliga- 
tion, covenant  or  agreement  contained  in  this  indenture 
or  under  or  upon  any  indebtedness  hereby  secured  or 
because  of  the  creation  thereof,  shall  be  had  against  any 
incorporator,  stockholder,  officer  or  director  of  the  Tele- 
phone Company  or  of  any  successor  corporation,  directly 
or  through  the  Telephone  Company  or  through  a receiver 
or  a trustee  in  bankruptcy,  by  the  enforcement  of  any 
assessment  or  penalty,  or  by  any  legal  or  equitable  pro- 
ceedings, by  virtue  of  any  constitution,  rule  of  law  or 
otherwise;  it  being  expressly  agreed  and  understood 
that  this  indenture  and  all  the  bonds  and  obligations 
hereby  secured  are  solely  corporate  obligations,  and  that 
no  personal  liability  whatever  does,  or  shall  attach  to  or 
be  incurred  by  the  incorporators,  stockholders,  officers 
or  directors  of  the  Telephone  Company  or  of  any  succes- 
sor corporation  or  any  of  them,  because  of  the  incur- 
ring of  the  indebtedness  hereby  authorized,  or  under 
or  by  reason  of  any  of  the  obligations,  covenants  or 
agreements  contained  in  this  indenture  or  in  any  of  the 
bonds  or  coupons  hereby  secured  or  implied  therefrom; 
and  any  and  all  personal  liability  of  every  name  and  na- 
ture, either  at  common  law  or  in  equity,  or  created  by 
statute  or  constitution,  of  every  such  incorporator,  stock- 
holder, officer  or  director  on  this  indenture  and  on  such 
bonds  and  coupons,  is  hereby  expressly  released  and 
waived,  as  a condition  of,  and  as  part  of  the  considera- 
tion for,  the  execution  of  this  indenture  and  the  issue 
of  the  bonds  and  coupons  hereby  secured. 


77 


ARTICLE  TENTH. 

Evidence  of  Rights  of  Bondholders. 

Section  1.  Any  request  or  other  instrument  required 
by  this  indenture  to  be  signed  and  executed  by  bond- 
holders, may  be  in  any  number  of  concurrent  instruments 
of  similar  tenor  and  may  be  signed  or  executed  by  such 
bondholders  in  person  or  by  agent  appointed  in  writing. 
Proof  of  execution  of  any  such  request  or  other  instru- 
ment, or  of  a writing  appointing  any  such  agent,  and  of 
the  holding  by  any  person  of  coupon  bonds  transferable 
by  delivery,  shall  be  sufficient  for  any  purpose  of  this 
indenture,  and  may  be  received  by  the  Trustee  as  con- 
clusive if  made  in  the  manner  provided  in  this  Article 
Tenth. 

Section  2.  The  fact  and  date  of  the  execution  by  any 
person  of  such  request,  instrument  or  other  writing  may 
be  proved  by  the  certificate  of  any  notary  public,  or  other 
officer  of  any  jurisdiction  authorized  by  the  laws  there- 
of to  take  acknowledgments  of  deeds  to  be  recorded  in 
any  state  within  the  United  States,  certifying  that  the 
person  signing  such  request  or  other  instrument  ac- 
knowledged to  him  the  execution  thereof,  or  by  the  affi- 
davit of  a witness  to  such  execution. 

Section  3.  The  aggregate  amount  of  coupon  bonds 
transferable  by  delivery  held  by  any  person  executing 
any  such  request  or  other  instrument  as  a bondholder, 
and  the  distinctive  numbers  of  such  bonds  and  the  date 
of  his  holding  the  same,  may  be  proved  by  a certificate 
executed  by  any  trust  company,  bank,  banker  or  other 
depository  (wherever  situated),  if  such  certificate  shall 
be  deemed  by  the  Trustee  to  be  satisfactory,  showing 
that  at  the  date  therein  mentioned  such  person  had  on 
deposit  with  such  depository,  or  exhibited  to  it,  the 
bonds  therein  described,  or  such  facts  may  be  proved  by 


9 

Instruments 
may  be 
executed  in 
concurrent 
writings 


Proof  of 
execution 


Proof  of 
ownership 
of  unregis- 
tered bonds 


78 


— of  regis- 
tered bonds 


Trustee 
accents 
trusts  on 
conditions 


— not 

required  to 

record 

mortgage 


— entitled  to 
compensa- 
tion and 
prior  lien 
therefor 


the  certificate  or  affidavit  of  the  person  executing  such 
request  or  other  instrument  as  a bondholder,  if  any  such 
certificate  or  instrument  shall  he  deemed  by  the  Trus- 
tee to  be  satisfactory.  The  fact  and  date  of  execution 
of  any  request  or  other  instrument,  and  the  amount  and 
numbers  of  coupon  bonds  held  by  the  person  so  execut- 
ing such  request  or  other  instrument,  may  also  be  proved 
in  any  other  manner  which  the  Trustee  may  deem  suffi- 
cient. 

The  ownership  of  registered  coupon  bonds  or  of  reg- 
istered bonds  without  coupons  shall  be  proved  by  the 
registers  of  such  bonds. 


ARTICLE  ELEVENTH. 

Concerning  the  Trustee. 

Section  1.  The  Trustee,  for  itself  and  its  successors, 
accepts  the  trusts  of  this  indenture  and  agrees  to  execute 
them,  but  only  upon  the  following  additional  terms  and 
conditions,  to  which  the  Telephone  Company  and  the 
holders  of  the  bonds  hereby  secured  agree,  to  wit: 

(a)  The  Trustee  shall  be  under  no  obligation  to  see 
to  the  recording,  registry  or  filing  of  this  indenture,  but 
the  Telephone  Company  covenants  that  it  will  with  all 
convenient  speed  cause  this  indenture  to  be  duly  recorded 
as  a mortgage  and  will  do  all  other  things  requisite  to 
preserve,  protect  and  continue  the  lien  hereof ; and  the 
Trustee  may  authenticate  and  deliver  bonds  before  any 
such  recording,  registry  or  filing. 

(b)  The  Trustee  shall  be  entitled  to  reasonable  com- 
pensation (which  shall  not  be  limited  to  the  compensa- 
tion of  trustees  of  any  express  trust  as  provided  by  law) 
for  all  services  rendered  by  it  in  the  case  of  the  trusts 
hereby  created,  and  shall  have  a lien  upon  the  trust  es- 
tate under  this  indenture,  prior  to  the  rights  of  the  hold- 


79 


ers  of  the  bonds  secured  hereby,  for  such  compensation 
and  for  its  reasonable  expenses  and  counsel  fees.  The 
Telephone  Company  agrees  to  pay  such  compensation, 
as  well  as  all  expenses  necessarily  incurred  or  disbursed 
by  the  Trustee  hereunder,  from  time  to  time  on  request 
of  the  Trustee,  and  to  indemnify  the  Trustee  against 
any  liability  or  damages  incurred  or  sustained  by  it  un- 
der this  indenture;  and  the  Trustee  shall  have  a lien 
upon  the  trust  estate  under  this  indenture  prior  to  the 
rights  and  claims  of  the  holders  of  the  bonds  secured 
hereby,  for  any  such  liability  or  damage  and  the  reim- 
bursement thereof. 

(c)  The  Trustee  shall  be  protected  in  acting  upon  any 
notice,  request,  consent,  certificate,  bond  or  other  paper 
or  document  believed  by  it  to  be  genuine  and  to  have  been 
signed  by  the  proper  party  or  parties,  and  any  action 
taken  by  the  Trustee  pursuant  to  this  indenture  upon 
any  notice,  request,  authority  or  consent  of  any  person 
who,  at  the  time  of  making  such  request  or  giving  such 
authority  or  consent  is  the  owner  of  any  bonds  secured 
hereby,  shall  be  conclusive  and  binding  upon  all  future 
owners  of  the  same  bond  and  all  bonds  issued  in  exchange 
therefor  or  in  place  thereof. 

(d)  The  Trustee  shall  not  be  answerable  for  the  de- 
fault or  misconduct  of  any  agent  or  attorney  appointed 
by  it  in  pursuance  hereof,  if  such  agent  or  attorney  shall 
have  been  selected  with  reasonable  care;  nor  for  the  ex- 
ercise of  any  discretion  or  power  hereunder,  nor  for  any- 
thing whatever  in  connection  with  this  trust,  except  wil- 
ful misconduct  or  gross  negligence;  nor  shall  the  Trus- 
tee be  accountable  for  the  use  of  any  bonds  authenticated 
or  delivered  by  the  Trustee  hereunder  or  any  of  the  pro- 
ceeds of  such  bonds.  The  Trustee  shall  not  be  under 
any  obligation  to  take  any  action  towards  the  execution 
or  enforcement  of  the  trusts  hereby  created,  which,  in 
its  opinion,  shall  be  likely  to  involve  it  in  expense  or  lia- 
bility unless  one  or  more  of  the  holders  of  the  bonds  here- 


— protected 
in  acting 
upon 

instrument 

believed 

genuine 


— not 

answerable 
for  acts  of 
agents 


80 


— not  re- 
quired to  act 
on  default 
until  noti- 
fied and  in- 
demnified 


— may 
require 
submission 
of  bonds 


— may  take 
opinion  of 
counsel 


— may 
employ 
agents,  at- 
torneys, etc. 


by  secured  shall,  as  often  as  required  by  the  Trustee, 
furnish  it  indemnity  satisfactory  to  it  against  such  ex- 
pense or  liability.  The  Trustee  shall  not  be  required  to 
take  notice  of  any  default  under  this  indenture  and  for 
all  purposes  it  conclusively  may  assume  that  there  has 
been  no  default  under  this  indenture,  unless  and  until 
notified  in  writing  of  such  default  by  the  holders  of  at 
least  25%  in  amount  of  the  bonds  hereby  secured  then 
outstanding,  nor  shall  the  Trustee  be  required  to  take 
any  action  in  respect  of  any  default  unless  requested  to 
take  such  action  in  respect  thereof  by  a writing  signed 
by  the  holders  of  not  less  than  25%  in  amount  of  the 
bonds  hereby  secured  then  outstanding,  and  tendered  in- 
demnity satisfactory  to  it  as  aforesaid;  but  the  foregoing- 
provisions  are  intended  only  for  the  protection  of  the 
Trustee,  and  shall  not  affect  any  discretion  or  power  by 
any  provision  of  this  indenture  given  to  the  Trustee  to 
take  action  in  respect  of  any  default,  without  such  notice 
or  request  from  the  bondholders.  Except  as  herein  ex- 
pressly otherwise  provided,  the  Trustee  shall  not  be 
bound  to  recognize  any  person  as  a bondholder  unless  or 
until  his  bonds  are  submitted  to  the  Trustee  for  inspec- 
tion, if  required,  and  his  title,  if  disputed,  established 
to  the  satisfaction  of  the  Trustee. 

(e)  The  Trustee  may,  at  the  expense  of  the  Telephone 
Company,  advise  with  counsel,  and  any  action  under  this 
indenture  taken  or  suffered  in  good  faith  by  it  in  accord- 
ance with  the  opinion  of  such  counsel  shall  constitute  full 
protection  to  the  Trustee. 

(f)  The  Trustee  may  perform  its  powers  and  duties 
by  or  through,  and  may  select  and  employ  in  and  about 
the  execution  of  this  trust,  attorneys,  agents  and  servants 
whose  reasonable  compensation  shall  be  paid  by  the  Tele- 
phone Company,  and  in  default  of  such  payment  shall  be 
a charge  upon  the  trust  estate  and  the  proceeds  thereof, 
paramount  to  the  rights  and  claims  of  the  holders  of  the 
bonds  hereby  secured. 


81 


(g)  It  shall  bo  no  part  of  the  duty  of  the  Trustee  to 
see  to  the  insurance  of  any  property  hereby  conveyed 
or  assigned,  or  to  effect  such  an  insurance,  or  to  see  to 
the  payment  of  any  tax,  assessment  or  other  govern- 
mental charge  which  may  he  levied  upon  or  imposed 
against  it  or  against  the  Telephone  Company,  or  against 
the  property  hereby  mortgaged,  or  against  the  owners 
of  the  said  bonds,  or,  except  as  in  this  indenture  provided, 
to  see  to  the  performance  or  observance  of  any  of  the  cove- 
nants or  agreements  hereof  on  the  part  of  the  Telephone 
Company. 

(h)  On  any  moneys  held  by  the  Trustee  under  any 
provision  of  this  indenture,  including  any  moneys  in  the 
sinking  fund,  the  Trustee  shall,  until  it  is  required  to 
pay  out  the  same  under  the  provisions  of  this  indenture, 
allow  the  Telephone  Company  interest  at  the  rate  allowed 
during  such  period  to  its  depositors  on  accounts  not 
subject  to  check.  So  long  as  there  shall  exist  no  default 
in  the  payment  of  the  principal  or  interest  of  the  bonds 
outstanding  hereunder,  all  interest  allowed  on  any  such 
moneys  shall  be  paid  from  time  to  time  to  the  Telephone 
Company,  or  upon  its  order,  signed  by  its  president  or 
any  vice  president  or  treasurer. 

(i)  The  recitals  of  facts  and  the  covenants  and  agree- 
ments in  this  indenture  and  in  said  bonds  contained  shall 
be  taken  as  made  by  the  Telephone  Company  alone,  and 
shall  not  be  construed  as  made  by  or  as  imposing  any 
obligation  or  liability  upon  the  Trustee. 

(j)  The  Trustee  shall  not  be  responsible  for  the  exe- 
cution or  validity  hereof,  or  of  the  bonds  issued  here- 
under or  intended  to  be  secured  hereby,  nor  for  the  suf- 
ficiency of  the  security  provided  herein. 

(k)  The  Trustee  may  become  the  owner  of  bonds  and 
coupons  secured  hereby  with  the  same  rights  it  would 
have  if  it  were  not  Trustee. 


— need  not 
see  to  insur- 
ance of 
mortgaged 
property 


— moneys 
received  to 
bear 
interest 


— recitals 
made  by 
Telephone 
Company 
alone 


— not 

responsible 
for  validity 
or  sufficiency 
of  security 


— may  be 
bondholder 


82 


— not 

resf'onsible 
for  debts, 
etc. 


— may  rely 
on  certificate 
of  officers  of 
Telephone 
Company 


Trustee 
may  resign 


— may  be 
removed  by 
bondholders 


Appointment 
of  successor 


(l)  The  Trustee  shall  not  be  individually  liable  for 
any  debt  contracted  by  it  or  for  the  expenses  of  operat- 
ing’ the  business  of  the  Telephone  Company  or  for  dam- 
ages to  person  or  property  or  for  salaries  or  for  non- 
fulfillment of  contracts  or  for  any  other  torts,  obligations 
and  liabilities  arising  during  any  period  wherein  the 
Trustee  shall  manage  the  trust  property,  or  any  part 
thereof,  upon  entry,  as  aforesaid  or  otherwise,  and  the 
trust  estate  is  hereby  charged  with  a first  and  paramount 
lien  in  favor  of  the  Trustee  for  its  security  and  indemni- 
fication against  any  such  liability. 

(m)  In  all  cases  where  this  indenture  does  not  make 
other  express  provision  as  to  the  evidence  upon  which 
the  Trustee  may  act  or  refrain  from  acting,  the  Trustee 
shall  he  protected  in  acting  or  refraining  from  acting 
under  any  provision  of  this  indenture,  in  reliance  upon 
a certificate  as  to  the  existence  or  non-existence  of  any 
fact  or  facts,  signed  by  the  President  or  a Vice  President 
of  the  Telephone  Company  and  by  its  Treasurer  or  Secre- 
tary or  Assistant  Secretary,  and  sealed  with  its  corporate 
seal. 

Section  2.  The  Trustee  may  resign  and  be  discharged 
of  the  trusts  created  by  this  indenture  by  giving  written 
notice  thereof  to  the  Telephone  Company,  specifying  the 
date  when  such  resignation  shall  take  effect,  and  by  pub- 
lishing such  notice  at  least  once  a.  week  for  four  succes- 
sive weeks  in  two  newspapers  published  in  the  Borough 
of  Manhattan,  City  of  New  York;  and  such  resignation 
shall  take  effect  on  the  date  specified  in  such  notice. 

The  Trustee  may  be  removed  at  any  time  by  an  in- 
strument in  writing  under  the  hands  of  the  holders  of 
three-fourths  in  amount  of  the  bonds  hereby  secured  then 
outstanding. 

Section  3.  In  case  at  any  time  the  Trustee,  or  any 
trustee  hereafter  appointed,  shall  resign  or  be  removed 
or  otherwise  become  incapable  of  acting,  a successor  may 
be  appointed  by  the  holders  of  a majority  in  amount  of 


83 


the  bonds  hereby  secured  and  then  outstanding,  by  an 
instrument  or  concurrent  instruments  signed  by  such 
bondholders  or  their  attorneys  in  fact  duly  authorized; 
provided,  nevertheless,  that  in  case  at  any  time  there 
shall  be  a vacancy  in  the  office  of  trustee  hereunder  the 
Telephone  Company  by  an  instrument  executed  by  order 
of  its  Board  of  Directors  may  appoint  a trustee  which 
shall  act  until  a successor  trustee  shall  be  appointed  by 
the  bondholders  as  herein  authorized.  After  any  such 
appointment  by  the  Telephone  Company  it  shall  publish 
notice  thereof  at  least  once  a week  for  four  successive 
weeks  in  two  newspapers  published  in  the  Borough  of 
Manhattan,  City  of  New  York,  and  any  trustee  so  ap- 
pointed by  the  Telephone  Company  shall  immediately  and 
without  further  act  be  superseded  by  the  trustee,  ap- 
pointed in  the  manner  above  provided  by  the  holders  of 
a majority  in  amount  of  the  bonds  then  outstanding  here- 
under, if  such  appointment  by  such  bondholders  be  made 
prior  to  the  expiration  of  one  year  after  the  completion 
of  such  publication  of  notice.  Any  new  trustee  appointed 
hereunder  shall  execute  an  instrument  accepting  such 
appointment  hereunder  and  deliver  one  counterpart 
thereof  to  the  Telephone  Company  and  one  counterpart 
thereof  to  the  trustee  last  in  office,  and  thereupon  such 
new  trustee  without  further  act,  deed  or  conveyance  shall 
become  vested  with  all  the  estates,  properties,  powers 
and  trusts  of  its  predecessors  in  the  trusts  hereunder, 
with  like  effect  as  if  originally  named  as  trustee  herein ; 
but  nevertheless,  upon  the  written  request  of  the  suc- 
cessor trustee  or  of  the  Telephone  Company,  the  trustee 
ceasing  to  act  shall  execute  and  deliver  an  instrument 
transferring  to  such  successor  trustee,  upon  the  trusts 
herein  expressed,  all  the  estates,  properties,  rights, 
powers  and  trusts  of  the  trustee  so  resigning  or  removed, 
and  shall  duly  assign,  transfer  and  deliver  any  other 
property  and  money  held  by  such  trustee  to  the  successor 
trustee  so  appointed  in  its  place.  Should  any  deed,  con- 
veyance or  instrument  in  writing  from  the  Telephone 


— by  bond- 
holders 


—by 

Telephone 

Company 

— publica- 
tion of 
notice  of 
appointment 


84 


Successor 
to  be  a trust 
company 


Successor 
by  merger 
or  consoli- 
dation 


Company  be  required  by  any  new  trustee  for  more  fully 
and  certainly  vesting1  in  and  confirming  to  it  such  estates, 
rights,  powers  and  duties,  then,  any  and  all  such  deeds, 
conveyances  and  instruments  in  writing,  shall,  on  request 
of  said  new  trustee,  be  made,  executed,  acknowledged  and 
delivered  by  the  Telephone  Company. 

Every  such  successor  trustee  appointed  in  place  of 
the  party  of  the  second  part  hereto  or  its  successor  in 
the  trust,  shall  be  a trust  company  having  an  office  in 
the  Borough  of  Manhattan,  City  of  New  York,  in  good 
standing  and  having  a capital  and  surplus  aggregating 
$5,000,000  if  there  be  such  a trust  company  qualified,  able 
and  willing  to  accept  the  trusts  upon  reasonable  or  cus- 
tomary terms. 

Section  4.  Any  company  into  which  the  Trustee  may 
lie  merged  or  with  which  it  may  be  consolidated,  or  any 
company  resulting  from  any  merger  or  consolidation  to 
which  the  Trustee  shall  be  a party,  shall  be  the  successor 
of  the  Trustee  hereunder  without  the  execution  or  filing 
of  any  paper  or  any  further  act  on  the  part  of  any  of  the 
parties  hereto,  anything  herein  to  the  contrary  notwith- 
standing, provided  such  company  shall  be  a corporation 
organized  under  the  laws  of  the  State  of  New  York  and 
shall  maintain  an  office  in  the  Borough  of  Manhattan  in 
the  City  of  New  York.  In  case  any  of  the  bonds  issuable 
under  this  indenture  shall  have  been  authenticated  but 
not  delivered,  any  such  successor  trustee  may  adopt  the 
certificate  of  authentication  of  Bankers  Trust  Com- 
pany of  New  York  or  of  any  successor  to  it  as  trustee 
hereunder,  and  deliver  the  same  so  authenticated,  and 
in  case  any  of  the  bonds  issuable  hereunder  shall  not  have 
been  authenticated  any  successor  trustee  may  authenti- 
cate such  bonds  in  the  name  of  such  successor  trustee  and 
in  all  such  cases  such  authentication  shall  have  the  full 
force  and  effect  which  anywhere  in  said  bonds  or  in  this 
indenture  it  is  provided  that  authentication  of  the  Trustee 
shall  have. 


85 


ARTICLE  TWELFTH. 

Supplemental  Indent  lives. 

Section  1.  The  Telephone  Company,  when  author- 
ized by  resolution  of  its  Board  of  Directors,  and  the  Trus- 
tee, from  time  to  time  and  at  any  time,  may  enter  into 
an  indenture  or  indentures  supplemental  hereto  and 
which  thereafter  shall  form  a part  hereof,  for  any  one 
or  more  of  the  following  purposes : 

(a)  to  convey,  transfer  and  assign  to  the  Trustee  and 
to  subject  to  the  lien  of  this  indenture,  with  the  same 
force  and  effect  as  though  specifically  mentioned  in  the 
granting  clause  hereof,  additional  property  then  owned 
by  the  Telephone  Company,  acquired  by  it  through  con- 
solidation, merger,  by  purchase,  or  otherwise: 

(b)  to  specify  and  state  the  mortgage  indebtedness, 
and  the  amount  thereof  of  any  company  which  hereafter 
shall  be  consolidated  with  or  merged  into,  or  whose  prop- 
erty hereafter  shall  be  acquired  by,  the  Telephone  Com- 
pany, which  indebtedness,  if  secured  by  mortgage  on 
property  made  subject  to  the  lien  of  this  indenture,  and 
if  prior  to  the  lien  of  the  bonds  issued  hereunder,  is  to  be 
regarded  as  forming  a part  of  the  underlying  bonds  of 
the  Telephone  Company,  to  retire  which,  at  or  before 
maturity,  bonds  may  be  issued  as  provided  in  Section  4 
of  Article  Second  hereof : 

(c)  to  add  to  the  limitations  on  the  authorized  amount, 
date  of  maturity,  issue  and  purposes  of  issue  of  bonds 
hereunder  or  of  any  series  of  bonds  hereunder,  other 
limitations  to  be  thereafter  observed: 

(d)  to  evidence  the  succession  of  another  corporation 
to  the  Telephone  Company,  or  successive  successions,  and 
the  assumption  by  a successor  corporation  of  the  cove- 
nants and  obligations  of  the  Telephone  Company  under 
this  indenture : 


Provision 
for  supple- 
mental 
indentures 


— to  convey 

additional 

property 


— to  state 
indebtedness 
of  companies 
hereafter 
merged 


— to  add 
limitations 


— to 

evidence 

succession 

to 

T clephone 
Company 


86 


— to  make 
provision  as 
to  questions 
arising 
hereunder 

Trustee 
authorized 
to  join  in 
execution 


All 

covenants 
inure  to 
successors 
of 

Telephone 

Company 


No  rights 

hereunder 

except  to 

Telephone 

Company 

Trustee  and 

bondholders 


Execution  in 
counter- 
parts 


(e)  to  make  such  provision  in  regard  to  matters  or 
questions  arising  under  this  indenture  as  may  be  neces- 
sary or  desirable  and  not  inconsistent  with  this  indenture. 

Section  2.  The  Trustee  is  hereby  authorized  to  join 
with  the  Telephone  Company  in  the  execution  of  any  such 
supplemental  indenture,  to  make  the  further  agreements 
and  stipulations  which  may  be  therein  contained,  and  to 
accept  the  conveyance,  transfer  and  assignment  of  any 
such  property  thereunder. 


ARTICLE  THIRTEENTH. 


Miscellaneous  Provisions. 

Section  1.  All  the  covenants,  stipulations,  promises 
and  agreements  in  this  indenture  contained,  by  or  in  be- 
half of  the  Telephone  Company,  shall  bind,  and  inure 
to  the  benefit  of,  its  successors  and  assigns,  whether  so 
expressed  or  not. 

Section  2.  Nothing  in  this  indenture  expressed  or 
implied  is  intended  or  shall  be  construed  to  give  to  any 
person  or  corporation  other  than  the  Telephone  Com- 
pany, the  Trustee  and  the  holders  of  the  bonds  and  inter- 
est obligations  hereby  secured,  any  legal  or  equitable 
right,  remedy  or  claim  under  or  in  respect  of  this  inden- 
ture or  any  covenant  condition  or  provision  herein  con- 
tained. All  its  covenants,  conditions  and  provisions  are 
and  shall  be  held  to  he  for  the  sole  and  exclusive  benefit 
of  the  Telephone  Company,  the  Trustee  and  the  holders 
of  the  bonds  hereby  secured. 

Section  3.  For  the  purpose  of  facilitating  the  record 
hereof,  this  indenture  may  be  executed  in  any  number 
of  counterparts,  each  of  which  shall  be  and  shall  be  taken 
to  be  an  original  and  all  collectively  but  one  instrument. 


87 


Section  4.  Any  marginal  notes  hereon  are  no  part 
of  this  indenture  and  shall  not  be  deemed  to  affect  the 
meaning  or  construction  of  any  of  its  provisions. 

Section  5.  The  Telephone  Company  does  hereby  con- 
stitute and  appoint  Winfield  S.  Peirsol  to  be  its  attorney, 
for  it  and  in  its  name,  and  as  and  for  its  corporate  act 
and  deed,  to  acknowledge  this  indenture  before  any  per- 
son having  authority  by  the  laws  of  the  Commonwealth 
of  Pennsylvania  to  take  such  acknowledgment,  to  the  in- 
tent that  the  same  may  he  duly  recorded. 

Section  6.  The  Trustee  does  hereby  constitute  and 
appoint  Clarence  W.  Campbell  to  he  its  attorney,  for  it 
and  in  its  name,  and  as  and  for  its  corporate  act  and  deed, 
to  acknowledge  this  indenture,  before  any  person  having 
authority  by  the  laws  of  the  Commonwealth  of  Pennsyl- 
vania to  take  such  acknowledgment,  to  the  intent  that  the 
same  may  be  duly  recorded. 

This  indenture  and  the  bonds  issued  hereunder  have 
been  executed  and  delivered  by  The  Bell  Telephone  Com- 
pany of  Pennsylvania  at  its  office  or  agency  in  the  City 
of  New  York,  State  of  New  York,  and  are  to  be  construed 
and  governed  according  to  the  laws  of  the  State  of  New 
York. 

In  witness  whereof  the  parties  hereto  have  caused 
their  corporate  seals  to  be  hereunto  affixed  and  their 
Presidents  or  Vice-Presidents,  under  and  by  the  author- 
ity vested  in  them,  have  hereto  affixed  their  signatures, 
and  their  Secretaries  or  Assistant  Secretaries  have  duly 


Marginal 

notes 


Attorney  to 
acknowledge 
indenture 
for 

Telephone 

Company 


Attorney  to 
acknowledge 
indenture 
for  Trustee 


Testi- 

monium 


88 


attested  the  execution  hereof,  in  the  City  of  New  York, 
the  10th  day  of  December,  1920. 

The  Bell.  Telephone  Company  of  Pennsylvania, 

By  (Sd.)  L.  H.  Kinnard, 

President. 

[ Seal] 

Attest : 

(Sd.)  Winfield  S.  Peirsol, 

Secretary. 


Sealed  and  delivered  by  The  Bell  Telephone  Com- 
pany of  Pennsylvania  in  the  presence  of 

(Sd.)  John  H.  Peck. 

( Sd. ) Robert  V.  Marye. 


[Seal] 


Bankers  Trust  Company, 
By  (Sd.)  H.  F.  Wilson,  Jr., 
Vice-President. 


Attest: 

( Sd. ) Clarence.  W.  Campbell, 

Assistant  Secretary. 


Sealed  and  delivered  by  Bankers  Trust  Company  in 
the  presence  of 


(Sd.)  H.  A.  Wheeler. 
(Sd.)  P.  II.  Dolsen. 


89 


CERTIFICATE  OF  RESIDENCE. 

Bankers  Trust  Company,  Mortgagee  and  Trustee 
within  named,  hereby  certifies  that  its  precise  residence 
is  No.  14  Wall  Street,  in  the  Borough  of  Manhattan,  the 
City  of  New  York,  State  of  New  York. 

Bankebs  Trust  Company, 

By  (Sd.)  H.  F.  Wilson,  Jr., 
Vice-President. 


State  of  New  York,  ) 

County  of  New  York,  \ bS’ ' 

I hereby  certify  that  on  this  10th  day  of  December, 
1920,  before  me,  the  subscriber,  a notary  public,  within 
and  for  the  County  of  New  York,  State  of  New  York, 
duly  appointed  and  commissioned  under  and  by  virtue 
of  the  laws  of  said  State  and  residing  in  said  county  of 
New  York,  personally  appeared  Winfield  S.  Peirsol,  the 
attorney  named  in  the  foregoing  Mortgage,  and  by  virtue 
and  in  pursuance  of  the  authority  therein  conferred  upon 
him,  acknowledged  the  said  Mortgage  to  be  the  act  and 
deed  of  the  said  The  Bell  Telephone  Company  of  Penn- 
sylvania. 

Witness  my  hand  and  notarial  seal  the  day  and  year 
aforesaid. 

I hereby  certify  that  I am  not  a stockholder,  officer 
or  director  of  said  The  Bell  Telephone  Company  of  Penn- 
sylvania. 


(Sd.)  M.  L.  Metcalfe, 

[Seal]  Notary  Public, 

New  York  County  No.  121. 
My  commission  expires  March  30,  1921. 


90 


State  of  New  York,  ) 

County  of  New  York,^y°" 

1 hereby  certify  that  oil  this  10th  day  of  December, 
1920,  before  me,  the  subscriber,  a notary  public,  within 
and  for  the  County  of  New  York,  State  of  New  York, 
duly  appointed  and  commissioned  under  and  by  virtue 
of  the  laws  of  said  State  and  residing  in  said  county  of 
New  York,  personally  appeared  Clarence  W.  Campbell, 
the  attorney  named  in  the  foregoing  Mortgage,  and  by 
virtue  and  in  pursuance  of  the  authority  therein  con- 
ferred upon  him,  acknowledged  the  said  Mortgage  to 
he  the  act  and  deed  of  the  said  Bankers  Trust  Company. 

Witness  my  hand  and  notarial  seal  the  day  and  year 
aforesaid. 

I hereby  certify  that  I am  not  a stockholder,  officer 
or  director  of  said  Bankers  Trust  Company  of  New  York. 

(Sd.)  Geo.  H.  Corey, 

[Seal]  Notary  Public,  N.  Y.  Co.  183. 

My  commission  expires  March  30,  1921. 


State  of  New  York,  } 

County  of  New  York,^0" 

I,  M.  L.  Metcalfe,  a notary  public  within  and  for 
the  County  of  New  York,  State  of  New  York,  duly  ap- 
pointed and  commissioned  under  and  by  virtue  of  the 
laws  of  said  State  and  residing  in  said  county  of  New 
York, -do  certify  that  Winfield  S.  Peirsol  personally  ap- 
peared before  me  in  my  said  county,  and  being  by  me 
duly  sworn,  did  depose  and  say  that  he  is  the  Secretary 
of  The  Bell  Telephone  Company  of  Pennsylvania,  the 
corporation  of  that  name  described  in  the  writing  hereto 


91 


annexed  bearing  date  the  1st  day  . of  October,  1920,  au- 
thorized by  said  corporation  to  execute  and  acknowl- 
edge deeds  and  other  writings  of  said  corporation,  and 
that  the  seal  affixed  to  said  writing  is  the  corporate  seal 
of  said  corporation,  and  that  said  writing  was  signed  and 
sealed  by  him  in  behalf  of  said  corporation  by  its  author- 
ity duly  given;  and  the  said  Winfield  S.  Peirsol  acknowl- 
edged the  said  writing  to  be  the  act  and  deed  of  said 
corporation. 

Given  under  my  hand  and  official  notarial  seal  this 
10th  day  of  December,  1920. 

I hereby  certify  that  I am  not  a stockholder,  officer 
or  director  of  said  The  Bell  Telephone  Company  of  Penn- 
sylvania. 


(Sd.)  M.  L.  Metcalfe, 

[Seal]  Notary  Public, 

New  York  County  No.  121 
My  commission  expires  March  30,  1921. 


State  of  New  York,  } 

County  of  New  York,^°" 

I,  George  H.  Corey,  a notary  public  within  and  for 
the  County  of  New  York,  State  of  New  York,  duly  ap- 
pointed and  commissioned  under  and  by  virtue  of  the 
laws  of  said  State  and  residing  in  said  county  of  New 
York,  do  certify  that  Clarence  W.  Campbell  personally 
appeared  before  me  in  my  said  county,  and  being  by  me 
duly  sworn,,  did  depose  and  say  that  he  is  the  assistant 
secretary  of  Bankers  Trust  Company,  the  corporation 
of  that  name  described  in  the  writing  hereto  annexed 
bearing  date  the  first  day  of  October,  1920,  authorized  by 


said  corporation  to  execute  and  acknowledge  deeds  and 
other  writings  of  said  corporation,  and  that  the  seal 
affixed  to  said  writing  is  the  corporate  seal  of  said  corpo- 
ration, and  that  said  writing  was  signed  and  sealed  by 
him  in  behalf  of  said  corporation  by  its  authority  duly 
given ; and  the  said  Clarence  W.  Campbell  acknowledged 
the  said  writing  to  be  the  act  and  deed  of  said  corpo- 
ration. 

Given  under  my  hand  this  10th  day  of  December, 
1920. 

I hereby  certify  that  I am  not  a stockholder,  officer 
or  director  of  said  Bankers  Trust  Company  of  New  York. 

(Sd.)  Geo.  H.  Corev, 

[Seae]  Notary  Public,  N.  Y.  Co.  183. 

My  commission  expires  March  30,  1921. 


Executed  in  Counterparts. 


[6899] 


